Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Working Capital means the Working Capital as of the Calculation Time.
Closing Date Working Capital means an amount equal to (a) the Current Assets, as of 12:01 a.m. CT on the Closing Date, minus (b) the Current Liabilities, as of 12:01 a.m. CT on the Closing Date.
Examples of Closing Date Working Capital in a sentence
As of the date hereof, except for Transaction Expenses, all compensation, including wages, overtime, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Seller for services performed on or prior to the date hereof have been accurately calculated and have been paid in full or included in the Closing Date Working Capital.
The Purchaser shall not have any Liability with respect to any terminated employee benefit plan of the Seller, or any current or former ERISA Affiliate, except to the extent included in the Closing Date Working Capital or as otherwise contemplated by this Agreement and the Ancillary Documents.
Further, Seller and its Representatives shall have reasonable access to the personnel involved in the preparation thereof as Seller or its Representatives may reasonably request for purposes of reviewing the Closing Statement, the Closing Date Working Capital, and the calculation of the Adjusted Purchase Price.
More Definitions of Closing Date Working Capital
Closing Date Working Capital means the Working Capital of the Company and the Transferred Companies as of the Closing but without giving effect to the consummation of the transactions contemplated by this Agreement (except to the extent provided in the definition of Accrued Income Taxes).
Closing Date Working Capital means (a) the total Current Assets minus (b) the total Current Liabilities, in each case as of the Closing.
Closing Date Working Capital means Working Capital as of immediately prior to the open of business on the Closing Date.
Closing Date Working Capital. Closing Date Working Capital" means the excess of the Seller's current assets over the aggregate of the total liabilities that are included in the Assumed Liabilities, excluding deferred revenue, each determined in accordance with GAAP and consistent with the Seller's past practices, calculated as of the Closing Date; provided, however,that the Seller's current assets that are not part of the Assets shall be excluded from such calculation.
Closing Date Working Capital has the meaning set forth in Section 1.5(b).
Closing Date Working Capital. Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively. In the event Seller so objects within such 30-day period, Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the "Agreed Adjustments") any differences as to the Preliminary Closing Date Balance Sheet, the Preliminary Closing Statement and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement and, in the event Seller and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively, in each case as adjusted by the Agreed Adjustments. In the event any objections raised by Seller are not resolved by Agreed Adjustments within 15 days after Seller advises Buyer of Seller's objections, then Buyer and Seller shall submit the objections that are then unresolved to a national accounting firm acceptable to both Buyer and Seller, and such firm (the "Accounting Firm") shall be directed by Buyer and Seller to resolve the unresolved objections (solely as to whether any disputed matter had been determined in a manner inconsistent with the Agreed Accounting Principles and whether there exist any mathematical errors) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue," respectively, in each case after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm.
Closing Date Working Capital shall have the meaning set forth in Section 2.07(c) of this Agreement.