If reasonably practicable, Seller shall use commercially reasonable efforts to cause Closing Company Working Capital and Closing Company Subsidiary Working Capital for each Company Subsidiary to be equal to the applicable Base Amount in all material respects.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
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 Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Target Working Capital means $0.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Actual Working Capital has the meaning set forth in Section 2.7(a).
Target Net Working Capital means $0.
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.
Net Working Capital means current assets minus current liabilities.
Target Working Capital Amount means $162,000,000.
Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.
Base Working Capital means $25,000,000.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Consolidated Working Capital means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.
Working Capital Shares shall have the meaning given in the Recitals hereto.
Working Capital Units shall have the meaning given in the Recitals hereto.
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Working Capital Escrow Amount means $1,000,000.