Closing Date Adjusted Working Capital definition

Closing Date Adjusted Working Capital means Adjusted Working Capital as set forth in the Closing Adjustment Certificate delivered pursuant to Section 2.4(b) as of the Closing Date, calculated in accordance with Schedule C.

Closing Date Adjusted Working Capital means Adjusted Working Capital as of immediately prior to the Closing (without giving effect to the Closing).

Closing Date Adjusted Working Capital shall have the meaning set forth in Section 2.6.

Examples of Closing Date Adjusted Working Capital in a sentence

• For example, if Purchaser challenges the calculation of the Closing Date Adjusted Working Capital by an amount of One Hundred Thousand Dollars ($100,000), but the Accounting Referee determines that Seller has a valid claim for only Sixty Thousand Dollars ($60,000), Seller shall bear forty percent (40%) of the fees and expenses of the Accounting Referee and Purchaser shall bear the other sixty percent (60%) of such fees and expenses.

• If a Dispute Notice is duly delivered pursuant to Section 2.04(c)(i), Seller and Purchaser shall, during the thirty(30) days following such delivery, attempt to reach agreement on the disputed items or amounts to determine, as may be required, the amount(s) of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital, as applicable.

• For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital following its delivery to Seller.

• Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.04(c) shall be the exclusive mechanism for resolving disputes regarding the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount and the Closing Date Adjusted Working Capital adjustment, if any.

• In conducting its review, the Accounting Referee shall consider only those items or amounts in the Closing Statement and Purchaser’s calculations of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount or the Closing Date Adjusted Working Capital as to which Seller has disagreed.

• The scope of the disputes to be resolved by the Accounting Referee shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Agreement (including the definitions of the Closing Date Cash, the Unpaid Company Transaction Expenses, the Closing Date Indebtedness, the Paid CapEx Amount, the Closing Date Adjusted Working Capital and the Accounting Rules) and the Accounting Referee is not to make any other determination.

• Ashbaugh, L.L.; Lawson, D.R.; Bishop, G.A.; Guenther, P.L.; Stedman, D.H.; Stephens, R.D.; Groblicki, P.J.; Parikh, J.S.; Johnson, B.J.; Haung, S.C. In PM10 Standards and Nontraditional Particulate Source Controls; Chow, J.C; Ono, D.M., Eds.; Air and Waste Management Association: Pittsburgh, PA, 1992; Vol.

• Seller shall be entitled to an amount equal to the product of (i) the relevant Applicable Percentage, and (ii) any Tax refunds or credits received by or credited to Buyer or its Affiliates (including any Company Entity following the Closing) with respect to any Tax period (or portion thereof) ending on or before the Closing Date, to the extent that such amount is not reflected as current assets in the calculation of Closing Date Adjusted Working Capital (collectively, “ Tax Refunds”).

More Definitions of Closing Date Adjusted Working Capital

Closing Date Adjusted Working Capital. Has the meaning set forth in Section 1.5(a).

Closing Date Adjusted Working Capital shall have the meaning set forth in Section 2.04(b).

Closing Date Adjusted Working Capital means an amount equal to all (i) "current assets" of the Company excepting accounts receivable, minus (ii) all "current liabilities" of the Company, in each case as such "current assets" and "current liabilities" are accrued and reflected on the Closing Date Balance Sheet in accordance with the Applicable Accounting Principles and this Agreement and consistent with the past practices of the Company, provided that such past practices are consistent with the Applicable Accounting Principles.

Closing Date Adjusted Working Capital shall have the meaning specified in Section 2(e)(ii) of this Agreement.