Closing Date Net Working Capital has the meaning set forth in Section 2.5(a).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Closing Date Net Working Capital has the meaning specified in Section 2.5(a).
Examples of Closing Date Net Working Capital in a sentence
Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).
More Definitions of Closing Date Net Working Capital
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Closing Date Net Working Capital is defined in Section 2.5(a)(i).
Closing Date Net Working Capital means the Net Working Capital as of the close of business on the Business Day immediately preceding the Closing Date.
Closing Date Net Working Capital shall have the meaning set forth in Section 2.2(b).
Closing Date Net Working Capital means (a) without duplication, (i) the total Current Assets of the Companies, their Subsidiaries and of Schering-Plough Canada, Inc. solely to the extent related to the Consumer Care Business and (ii) the Working Capital Inventory, in each case as of 11:59 P.M. (Eastern time) on the date immediately prior to the Closing Date minus (b) the total Current Liabilities of the Companies, their Subsidiaries and of Schering-Plough Canada, Inc. solely to the extent related to the Consumer Care Business as of 11:59 P.M. (Eastern time) on the date immediately prior to the Closing Date, each calculated in the samemanner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A. Notwithstanding the foregoing, Closing Date NetWorking Capital shall not take into account Cash, Indebtedness, Intercompany Accounts, Retained Assets, Retained Liabilities, orIncome Taxes and will not take into account any inventory other than Working Capital Inventory.
Closing Date Net Working Capital means, as of the Effective Time, the difference between (a) the Company’s current assets (determined in accordance with GAAP), including accounts receivable, and (b) the Company’s current liabilities (determined in accordance with GAAP). Notwithstanding any of the foregoing to the contrary, (i) accruals for all outstanding awards under the Company’s 2014 Short Term Incentive Plan shall be prorated through the Effective Time based on actual results of the Company for 2014 as determined in good faith by the Company’s Board of Directors and included in current liabilities, whether or not required to be so treated under GAAP, (ii) all cash and receivables held pursuant to the Xxxxxxxxxx.xxx Escrow Agreement, shall be excluded from current assets, whether or not required to be so treated under GAAP, (iii) an accounts receivable bad debt reserve shall be reflected on the Preliminary Balance Sheet and Closing Date Balance Sheet in accordance with the practices used by the Company in the Ordinary Course of Business, (iv) all deferred compensation liabilities under the Employee Compensatory Arrangements, the Company’s Long Term Incentive Plan and the fair value of the assets held in trust to fund such liabilities shall be excluded from the Preliminary Balance Sheet and Closing Date Balance Sheet, and (v) all Indebtedness of the Company shall be excluded from the Preliminary Balance Sheet and Closing Date Balance Sheet. All Taxes of the type previously accrued would be accrued as part of current liabilities consistent with past practices, with Straddle Periods to be allocated pursuant to Section 4.16(b).
Closing Date Net Working Capital means Net Working Capital as of the Effective Time.