Closing Date Net Working Capital definition

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 3.4(a).

Closing Date Net Working Capital is defined in Section 2.5(a)(i).

Examples of Closing Date Net Working Capital in a sentence

• No less than three (3) days prior to Closing, Seller shall deliver to Buyer, in accordance with this Agreement, a good faith estimate of the Closing Date Net Working Capital, reflecting all components (and the amounts thereof) necessary to compute the Closing Date Net Working Capital, using the same methodology as was used to calculate the Target Net Working Capital in accordance with the illustrative calculation on Exhibit A.

• If Seller’s estimate of Closing Date Net Working Capital is less than the Target Net Working Capital by $500,000 or more, the Base Purchase Price shall be decreased, on a dollar-for-dollar basis, by an amount equal to the difference between the Target Net Working Capital and the Closing Date Net Working Capital.

• Seller shall have seven (7) days after delivery of such final reconciliation to object to any amount or computation appearing in the final reconciliation of Closing Date Net Working Capital.

• If Seller objects to any item or computation appearing in the final Closing Date Net Working Capital, the Parties shall promptly attempt in good faith jointly to resolve such matters and shall adjust the Purchase Price as necessary to resolve the same.

• If Seller does not make any timely objection to such reconciliation, the Closing Date Net Working Capital as delivered by Buyer shall be final and binding on all Parties.

More Definitions of Closing Date Net Working Capital

Closing Date Net Working Capital shall have the meaning set forth in Section 2.2(b).

Closing Date Net Working Capital means the Net Working Capital as of 11:59 p.m. on the date immediately preceding the Closing Date.

Closing Date Net Working Capital means the Current Assets as of the Effective Time minus the Current Liabilities as of the Effective Time. Exhibit A sets forth the Current Assets and Current Liabilities that will be considered in the calculation of the Closing Date Net Working Capital. For the avoidance of doubt, no asset or liability shall be included in the calculation of the Closing Date Net Working Capital to the extent that the type of such asset or liability is designated as “Excluded” on Exhibit A.

Closing Date Net Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the Measurement Time.

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 exceeds negative $83,161,000 (the “Net Working Capital Threshold”);

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.