Closing Adjusted Working Capital definition

Closing Adjusted Working Capital means an amount equal to (a) the Closing Accounts Receivable, minus (b) the Closing Accounts Payable, plus (c) the Closing Inventory.

Closing Adjusted Working Capital has the meaning set out in Section 2.12;

Closing Adjusted Working Capital means: (a) the Current Assets of the Company less (b) the Adjusted Liabilities of the Company, determined as of the close of business on the Closing Date.

Examples of Closing Adjusted Working Capital in a sentence

• Treasury should enable financial institutions to obtain and verify a government issued identification number, such as a State issued business license number or other government (federal, state, local) issued business identification number in lieu of the EIN.

• If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Adjusted Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Adjusted Working Capital Statement shall be deemed to have been accepted by Seller.

• In addition, Purchaser shall make its representatives responsible for and knowledgeable about the information used in, and the preparation and calculation of, the Working Capital Statement, reasonably available to answer questions with respect to the contents of the Working Capital Statement and Seller’s calculation of Closing Adjusted Working Capital and Reference Adjusted Working Capital.

• If Seller and Purchaser agree in writing on the Closing Adjusted Working Capital and the Reference Adjusted Working Capital (whether such amounts are the same as or different from the amounts set forth in the Working Capital Statement) during the Negotiation Period, the Closing Adjusted Working Capital and the Reference Adjusted Working Capital shall be the amounts agreed upon by the Parties.

• The Accounting Arbiter shall send its written determination of the Closing Adjusted Working Capital and/or the Reference Adjusted Working Capital, as applicable, to Seller and Purchaser, and such determination and calculation shall be final and binding on the Parties, absent fraud or manifest error.

More Definitions of Closing Adjusted Working Capital

Closing Adjusted Working Capital means an amount, as reflected on the Closing Balance Sheet, equal to (A) the current assets of the Company as of the Closing, minus (B) all liabilities of the Company as of the Closing (including any amounts accrued for expenses related to the Merger, any obligations related to the liabilities associated with deferred revenue and any current liabilities (i.e., payable in the next 365 days) related to capital leases).

Closing Adjusted Working Capital. The “Post-Closing Adjustment” shall be an 19 amount equal to the Closing Adjusted Working Capital less the Estimated Closing Adjusted Working Capital, as finally determined pursuant to Section 2.06(c). (ii) If the Post-Closing Adjustment is a positive number, then within five (5) Business Days after the Closing Adjusted Working Capital Statement is finalized pursuant to Section 2.06(c), Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment by wire transfer of immediately available funds to an account designated by Seller in writing to Buyer. (iii) If the Post-Closing Adjustment is a negative number, then within five (5) Business Days after the Closing Adjusted Working Capital Statement is finalized pursuant to Section 2.06(c), Seller shall pay to Buyer an amount equal to the absolute value of the Post-Closing Adjustment by wire transfer of immediately available funds to an account designated by Buyer in writing to Seller. (c)

Closing Adjusted Working Capital. The Total Debt at the Closing stated on the version of the Post-Closing Balance Sheet that is ultimately binding on the parties pursuant to this Section 1.8(c) shall be referred to as the “Closing Total Debt.” If such a review is conducted by the Neutral Auditor, then the party (i.e., Buyer, on the one hand, or the Stockholders as represented by the Seller Representative, on the other hand) whose last proposed offer for the settlement of the items in dispute prior to the selection of the Neutral Auditor, taken as a whole, was farther away from the final determination by the Neutral Auditor pursuant to the preceding sentence, shall pay all fees and expenses of the Neutral Auditor associated with such review; provided that the sole and exclusive source for any amounts owed by the Stockholders shall be the Post-Closing Adjustment Escrow Amount, to the extent available.

Closing Adjusted Working Capital means: the sum of (a) cash-on-hand, (b) trade receivables, (c) inventory deposits, and (d) inventory; less (e) allowance for bad debt, and (f) accounts payable, determined as of the close of business on the Closing Date; and also less (g) all external auditor fees associated with the preparation of the Audited Financial Statements, regardless of when such fees are incurred. The amount of Closing Adjusted Working Capital shall be calculated in the same manner used to determine the amounts for items (a) – (f) set forth on Schedule 1 attached hereto.

Closing Adjusted Working Capital means the amount of working capital of the Company and its Subsidiaries at Closing (assuming the consolidation of the Company and its Subsidiaries but without otherwise giving effect to the transactions contemplated by Section 2.1 calculated in the manner set forth in Annex 1.1(a).

Closing Adjusted Working Capital means (i) the current assets of the Company, minus (ii) the current liabilities of the Company, in each case determined as of the Closing Date in accordance with the Accounting Principles and the Illustrative Closing Statement; provided that all those assets and liabilities that are specified to be excluded for these purposes in the Accounting Principles or in the Illustrative Closing Statement shall be so excluded, including without limitation (A) any provision for income or franchise tax assets or tax liabilities (whether current or deferred), (B) the Purchased Inventory, (C) any assets or liabilities arising from Hedging Agreements (derivatives), (D) reserves for Environmental Liabilities, (E) any Debt, (F) accrued compensation, vacation and PTO for Available Employees not hired by Buyer, (G) Transaction Expenses and (H) margin deposits.

Closing Adjusted Working Capital means “Adjusted Working Capital” of the Pharmaceuticals Business as of the effective time of the Closing prepared using the same accounting line items and types of audit adjustments used in the calculation of “Adjusted Working Capital” for the Pharmaceuticals Business presented in the schedule set forth on Section III of the P&G Disclosure Letter (the “Adjusted Working Capital Schedule”) and prepared on the same basis and account classifications and in accordance with accounting policies and practices consistent with those used in the preparation of the Adjusted Working Capital Schedule and in accordance with GAAP.