Closing Capital definition

Closing Capital means: (a) Current Assets and Long-Term Prepaids, less (b) Total Liabilities, determined as of the close of business on the Closing Date.

Closing Capital means the dollar amount of (a) total assets, other than any (i) cash or marketable securities, (ii) intercompany accounts receivable (except intercompany accounts receivable for the sale of equipment, merchandise or other goods), and (iii) Tax assets, less (b) total liabilities, other than any (i) Tax liabilities, (ii) intercompany accounts payable (except intercompany accounts payable for the purchase of equipment, merchandise or other goods), (iii) Debt and (iv) liabilities for fees and out of pocket expenses incurred in connection with the transactions contemplated by this Agreement that are in existence as of the Closing and that, under Section 7.23(b), are to be borne by the Company after the Closing.

Closing Capital means the amount of cash on hand as of the Closing, excluding amounts received from the exercise of options and warrants, if any; provided, however, that the Company continues to pay its liabilities and make cash disbursements through the Closing in the ordinary course of business, consistent in timing, nature and amount with past practice.

Examples of Closing Capital in a sentence

• For purposes of determining Opening Capital Accounts, Net Asset Value shall be determined as of the beginning of, and for purposes of determining Closing Capital Accounts, Net Asset Value will be determined as of the close of, business on the relevant valuation date.

• The Capital Account balance of each of the Members as of the date hereof, as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), is its respective “Contribution Closing Capital Account Balance” set forth on the Schedule of Members.

• For each Accounting Period during the term of this Agreement, the Company shall establish for each Member an opening Capital Account Balance (the “Opening Capital Account Balance”) and a Closing Capital Account Balance.

• The Opening Capital Account Balance of a Member for each Accounting Period subsequent to the Accounting Period in which such Member was admitted to the Company shall be an amount equal to the Closing Capital Account Balance of such Member, determined in accordance with Section 4.2, for the immediately preceding Accounting Period plus the amount of any Additional Capital Contributions made by such Member hereto as of the beginning of such subsequent Accounting Period.

• For purposes of determining Opening Capital Accounts, Net Asset Value shall be determined as of the beginning of, and for purposes of determining Closing Capital Accounts, Net Asset Value will be determined as of the close of business on the relevant valuation date.

• SWNB will have (i) delivered to Hanmi the financial information set forth in Section 6.13, (ii) the parties will have agreed upon the amount of SWNB Closing Capital pursuant to the terms of Section 6.13, and (iii) such amount will be equal to or greater than the Closing Capital Requirement.

• The Capital Account balance of each of the Members as of the date hereof, as adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and Section 3.03(c) of this Agreement, is its respective “Contribution Closing Capital Account Balance” set forth on the Schedule of Members.

• If the Closing Capital Differential is a negative number, no special dividend may be paid by SWNB to the SWNB stockholders.

• The amount to be paid to a Partner upon withdrawal shall be based upon the amount of such Partner's Closing Capital Account, exclusive of any interest in a Special Situation Sub-Account, as of the effective date of the withdrawal.

• The amount to be paid to a Partner upon withdrawal shall be based upon the amount of such Partner's Closing Capital Account as of the effective date of the withdrawal.