Buyer Closing Net Working Capital definition

Buyer Closing Net Working Capital means Buyer Net Working Capital as of the Adjustment Calculation Time; provided that notwithstanding anything herein to the contrary (including that Buyer Closing Net Working Capital is being measured at the Adjustment Calculation Time and that Buyer Net Working Capital is to be calculated in accordance with GAAP (as modified by this Agreement)) to the extent not already included as a current liability in the computation of Buyer Net Working Capital, (i) any transaction expenses of the Buyer and its Subsidiaries triggered by consummation of the Purchase and Sale Transaction (including the Deferred Discount payable to the Underwriters and any fees and expenses of Hxxxxxxx Lxxxx Xxxxxx & Zxxxx) and any transaction bonuses, retention bonuses or similar liabilities entered into by the Buyer and its Subsidiaries prior to the Closing that are triggered upon consummation of the Purchase and Sale Transaction shall be included as current liabilities in the computation of Buyer Closing Net Working Capital (in each case, to the extent unpaid at Closing), (ii) all indebtedness for borrowed money and capitalized lease obligations of Buyer and its Subsidiaries as of the Closing Date (in each case regardless of the terms thereof) shall be included in the computation of Buyer Closing Net Working Capital, other than the aggregate amount of the Debt Financing borrowed by Buyer and Buyer Sub on the Closing Date in connection with the consummation of the transactions contemplated hereby and (iii) for the avoidance of doubt, the provisions of the proviso to the definition of Buyer Net Working Capital shall apply to the calculation of Buyer Closing Net Working Capital.

Buyer Closing Net Working Capital shall have the meaning set forth in Section 2.7(b).

Buyer Closing Net Working Capital means Buyer Net Working Capital as of 11:59 p.m. (Chicago, Illinois time) on the day before the Closing; provided that notwithstanding anything herein to the contrary (including that Buyer Closing Net Working Capital is being measured as 11:59 p.m. on the day before the Closing and that Buyer Net Working Capital is to be calculated in accordance with GAAP (as modified by this Agreement)), (i) any transaction expenses of the Company and its Subsidiaries triggered by consummation of the Merger (including any amounts required to be paid to Xxxxxx Xxxxxx & Co. or any other investment banker) and any transaction bonuses, retention bonuses or similar liabilities entered into by the Buyer and its Subsidiaries prior to the Effective Time that are triggered upon consummation of the Merger shall be included as current liabilities in the computation of Buyer Closing Net Working Capital, and (ii) all indebtedness for borrowed money and capitalized lease obligations of Buyer as of the Closing Date (in each case regardless of the terms thereof) shall be included in the computation of Buyer Closing Net Working Capital.

Examples of Buyer Closing Net Working Capital in a sentence

Notwithstanding anything herein to the contrary, for the purpose of calculating Company Closing Cash Amount, Company Closing Net Working Capital and Buyer Closing Net Working Capital, Seller and the Buyer shall use applicable currency exchange rates to United States currency as in effect as of the close of business on the third Business Day prior to Closing, as reported in the The Wall Street Journal.
Voluntary change offers new opportunities and constitutes a break in the status quo, and at the same time does not threaten one’s autonomy and does not elicit the inclination tocomply.
The Securityholder Representative may dispute the calculation of Buyer Closing Net Working Capital, Buyer Closing Cash Amount, Buyer Closing Indebtedness or Buyer Closing Transaction Expenses by notifying Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement (a “Notice of Objection”), within thirty (30) calendar days after Securityholder Representative’s receipt of the Buyer Closing Statement.
In the event that the Securityholder Representative does not provide a Notice of Objection within such thirty (30) calendar day period, the Securityholders shall be deemed to have accepted the Buyer Closing Statement delivered by Buyer and Buyer’s calculation of Buyer Closing Net Working Capital, the Buyer Closing Cash Amount, Buyer Closing Indebtedness and Buyer Closing Transaction Expenses set forth therein, which shall then be final, binding and conclusive for all purposes hereunder.
During the 90 day period following the Closing Date, the Buyer Representative shall provide the Surviving Company (or, as applicable, Holdco) with reasonable assistance, as the Surviving Company may reasonably request, in the preparation of the Buyer Closing Balance Sheet and the calculation of Buyer Closing Net Working Capital.

Related to Buyer Closing Net Working Capital

Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Target Working Capital means $0.
Target Net Working Capital means $0.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Target Net Working Capital Amount means $5,000,000.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Cash Amount has the meaning set forth in Section 2.2.
Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.
Working Capital Adjustment has the meaning set forth in Section 2.15(b).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Net Working Capital Target means $0.00.