Closing Date Current Assets definition

Closing Date Current Assets means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): the Companies’ cash on hand and in bank accounts (net of any non-cancelled uncashed checks issued by the Companies and less an amount equal to the Unpaid Cost to Complete the Rebuild (if any), which shall be deposited into the Rebuild Escrow Account pursuant to Section 3.2(b)(i) or paid to the Buyer pursuant to Section 3.2(b)(ii)), cash equivalents, Accounts Receivable, notes receivable, deposits properly characterized as current assets arising in connection with the Companies’ operation of the Systems, prepaid expenses of the Companies, Inventory and other current assets of the Companies; provided, that Closing Date Current Assets shall be calculated net of all reserves for obsolete, slow-moving, damaged or defective Inventory, which reserves shall be calculated in accordance with GAAP and on a basis that is consistent with the Reference Accounting Principles and will not include (i) any Transferred Assets (as hereinafter defined), (ii) any prepaid expenses or deposits, to the extent that for contractual or other reasons, such prepaid expenses or deposits will not be available to the Companies after the Closing Date, (iii) any deferred Tax assets or any receivable or other accrued amount representing any Tax refund to be received, (iv) the CapEx Cash (if any) or (v) any Rebuild Inventory.

Closing Date Current Assets means the Current Assets calculated as of 12:01 a.m. on the Closing Date.

Closing Date Current Assets means the following, calculated as of the close of business on the day preceding the Closing Date in accordance with GAAP, to the extent GAAP would require such amounts to be set forth in a regularly prepared balance sheet (except as otherwise provided herein): the Companies’ cash on hand and in bank accounts (net of any non-cancelled uncashed checks issued by the Companies and less an amount equal to the Unpaid Cost to Complete the Rebuild (if any), which shall be deposited into the Rebuild Escrow Account pursuant to Section 3.2(b)(i) or paid to the Buyer pursuant to Section 3.2(b)(ii)), cash equivalents, Accounts Receivable, notes receivable, deposits properly characterized as current assets arising in connection with the Companies’ operation of the Systems, prepaid expenses of the Companies, Inventory and other current assets of the Companies; provided, that Closing Date Current Assets shall be calculated net of all reserves for obsolete, slow-moving, damaged or defective Inventory, which reserves shall be calculated in accordance with GAAP and on a basis that is consistent with the Reference Accounting Principles and will not include (i) any Transferred Assets (as hereinafter defined), (ii) any prepaid expenses or deposits, to the extent that for contractual or other reasons, such prepaid expenses or deposits will not be available to‌

Examples of Closing Date Current Assets in a sentence

• Unless Sellers deliver the Notice of Objection to Purchaser on or prior to the last day of the Review Period, Sellers shall be deemed to have accepted Purchaser’s calculation of Closing Date Current Assets and the Closing Date Current Asset Statement shall be final, conclusive and binding.

• If Sellers deliver the Notice of Objection to Purchaser within the Review Period, Purchaser and Sellers shall, during the thirty (30) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Date Current Assets.

• If Sellers disagree with Purchaser’s computation of Closing Date Current Assets, Sellers may, on or prior to the last day of the Review Period, deliver a written notice to Purchaser (the “Notice of Objection”), which sets forth in reasonable detail (i) those items or amounts with which Sellers disagree and (ii) Sellers’ calculation of Closing Date Current Assets based on such objections.

• Schedule 1.3(b) accurately sets forth the Closing Date Current Assets and Closing Date Current Liabilities of the Corporation.

• The Purchaser and Sellers shall instruct the Arbitrator promptly to review this Section 2.4 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Date Current Assets set forth in the Closing Date Current Asset Statement requires adjustment.

More Definitions of Closing Date Current Assets

Closing Date Current Assets means, with respect to the Transferred Assets, those assets which under GAAP are classified as current assets as of the Closing Date. For purposes of clarity, following are not Transferred Assets and thus are not to be considered Closing Date Current Assets: (i) receivables arising out of inter-company "sales" between PRCO and Seller or its Affiliates and (ii) Closing Date Pension Assets.

Closing Date Current Assets shall have the meaning provided in Section 1.03(a)(ii).

Closing Date Current Assets means, as of the Closing Date, the net

Closing Date Current Assets means on a consolidated basis for the Network, as of the Closing Date, all current assets of the Network, including without limitation the following current assets of the Network: cash and cash equivalents, inventory, intercompany receivables (less applicable reserves), accounts receivable (less applicable reserves), prepaid expenses, short-term investments and other current assets and receivables reflected on the books of account of the Network, but excluding all deferred tax assets of the Network, in each case calculated in accordance with U.S. generally accepted accounted principles (“GAAP”) as applied by the Network on a basis consistent with past practice.

Closing Date Current Assets means the Current Assets as set forth on the Closing Date Balance Sheet.

Closing Date Current Assets consist of the amount of the aggregate cash (less the aggregate amount of all outstanding checks to the extent not included in accounts payable) of the Corporation as of the Closing Date plus the aggregate amount of accounts receivable and earned but not-yet-billed income (in each case, less an allowance for doubtful accounts), prepaid expenses, repair parts inventory, fuel inventory and deposits, but exclude prepaid interest, equipment inventory, the resale inventory of merchandise and estimated income tax payments made for current year operations. The “Closing Date Current Liabilities” consist of the amount of the aggregate current liabilities (excluding the current portion of Funded Debt) including accounts payable, accrued expenses, accrued income taxes and customer deposits. Schedule 1.3(b)(i) sets forth an example of the calculation of the Closing Date Working Capital assuming that the Closing had occurred on December 31, 2005 and derived from the balance sheet of the Company dated as of December 31, 2005 included in Schedule 3.7.

Closing Date Current Assets means current assets of the Partnerships as of the Closing Date determined in accordance with GAAP.