Closing Working Capital definition

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.

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Closing Working Capital has the meaning set forth in Section 2.4(a).

Closing Working Capital means the Working Capital as of the Effective Time.

Examples of Closing Working Capital in a sentence

• All accounts and notes receivable of any Company reflected on the Interim Balance Sheet are good and, to the Knowledge of Sellers, collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon or taken in the calculation of the Closing Working Capital, as finally determined pursuant to Section 3.4, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP.

• The Sellers Representative, at the sole cost and expense of SS Sellers, shall (a) prepare and timely file IRS Form 1065 (and any comparable state and local Tax Returns) of S▇▇▇▇▇▇ Sand for any Pre-Closing Tax Period; and (b) timely pay all Taxes that are shown as payable with respect to any such Tax Returns except to the extent included in Closing Indebtedness, Closing Transaction Expenses or Closing Working Capital, as finally determined.

• The aggregate consideration to be paid by the Buyer (a) $59,000,000 (the “Base Purchase Price”), plus (b) the Closing Date Cash (if any), minus (c) the Closing Date Debt (if any), plus (d) the Closing Working Capital Adjustment Amount (which may be a positive or negative number), minus (e) the Closing Transaction Expenses (such sum, the “Purchase Price”).

• If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment in accordance with Section 2.04(c)(vi); provided, that there will be no negative adjustment for Closing Working Capital unless the Closing Working Capital, as finally determined pursuant to this Section 2.04 is less than an amount equal to ninety-five percent (95%) of Target Working Capital.

• The results of the Inventory Count shall be conclusive and binding on the Parties, used for the purposes of the calculation of the final Closing Working Capital, and any discrepancies identified as part of the Inventory Count shall be deemed to have occurred pre-Closing.

More Definitions of Closing Working Capital

Closing Working Capital means the Working Capital of the Group at the end of the day immediately preceding Closing based on the Closing Date Balance Sheet;

Closing Working Capital has the meaning set forth in Section 2.08(a).

Closing Working Capital means Working Capital as of 12:01 a.m. prevailing Eastern Time on the Closing Date.

Closing Working Capital means the Working Capital as of immediately prior to the Closing.

Closing Working Capital shall have the meaning ascribed thereto in Section 2.2(b)(viii).

Closing Working Capital means as of 12:01 a.m. on the Closing Date, an amount equal to (a) the aggregate value of the Current Assets of the Company minus (b) the aggregate value of the Current Liabilities of the Company, in each case determined in accordance with GAAP and using the same accounting methods, principles and policies used in the preparation of the Audited Financial Statements.

Closing Working Capital means the Working Capital as of the Effective Time, but disregarding any changes in Working Capital between the Closing and the Effective Time as a result of (i) actions taken at the direction of the Buyer outside the ordinary course business or (ii) purchase accounting adjustments or other changes arising from or resulting as a consequence of the Contemplated Transactions.