Closing WC definition

Closing WC means Net Working Capital as of the Closing Date.
Sample 1
Closing WC means the amount by which, as of the Closing Date, the total amount of current assets of the Company and the Subsidiaries on a consolidated basis exceeds the total amount of current liabilities of the Company and the Subsidiaries on a consolidated basis, excluding all amounts owed to the Company or any Subsidiary by Aveta Health, Inc.
Sample 1
Closing WC has the meaning set forth in Section 2.3(a).
Sample 1

Examples of Closing WC in a sentence

  • No person has asserted in writing or, to knowledge of Sellers, threatened to assert any counterclaims or offsetting claims or defenses to collection of any of the accounts receivable of the Companies and their subsidiaries other than (a) claims in the ordinary course which in the aggregate are not material relative to the total amount, net of reserves, of the accounts receivable taken as a whole or (b) claims included in the Estimated Closing WC Amount.

  • All of the inventory recorded on the Combined Balance Sheet consists of, and all inventory on the Closing Date will consist of, items of a quality usable or saleable in the ordinary course of business consistent with past practice except to the extent of the reserve therefor set forth in the Estimated Closing WC Amount.

  • Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Closing WC (including any Taxes resulting from the consummation of the transactions contemplated by the Split-Off Documents).

  • Notwithstanding any provision of this Agreement to the contrary, the Closing WC shall be calculated by only including the assets and liabilities specified in the definition of Closing WC on Schedule 1.1(b).

  • Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company shown on such Tax Returns with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a liability in the calculation of Closing WC.

  • The term “Final Closing WC” means the definitive Closing WC as agreed to by Sellers and Purchaser or resulting from the determination by the Independent Accounting Firm in accordance with this Section 2.3(c).

  • The Closing Purchase Price will be: (A) increased dollar-for-dollar by the amount that the Closing WC is greater than the Preliminary WC, or (B) decreased dollar-for-dollar by the amount that the Closing WC is less than the Preliminary WC.

  • During the ten (10) Business Day period following delivery of the Closing WC Statement, Buyer and its agents shall be provided with such access to the financial books and records of Seller as may reasonably be requested by Buyer (including bank account and merchant account statements) to enable Buyer to evaluate the Closing WC Statement.

  • All of the Liabilities set forth on Schedule 4.21(other than the Notes) shall have been paid by Company prior to Closing or shall be included in the Closing WC unless otherwise expressly agreed to by Buyer.

  • During such forty five (45) day period, Purchaser will permit Seller Representative access to all records and work papers relating to Purchaser’s calculation of Closing WC as may be reasonably necessary to permit Seller Representative to confirm Purchaser’s calculation of Closing WC.


More Definitions of Closing WC

Closing WC and "Closing WC Threshold Amount" have the meanings specified in Schedule 1.1(b).
Sample 1
Closing WC means (a) WC Assets, determined as of the close of business on the last Business Day immediately prior to the Closing Date, less (b) WC Liabilities, determined as of the close of business on the last Business Day immediately prior to the Closing Date.
Sample 1

Related to Closing WC

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Second Closing Date means the date of the Second Closing.

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.