Company Closing Net Working Capital definition

Company Closing Net Working Capital means the actual net working capital of Company as of the Closing Date, calculated in the manner in which the Company Historical Net Working Capital was calculated.

Company Closing Net Working Capital means Company Net Working Capital as of the Adjustment Calculation Time; provided that notwithstanding anything herein to the contrary (including that Company Closing Net Working Capital is being measured as of the Adjustment Calculation Time and that Company Closing Net Working Capital is to be calculated in accordance with SAAP (as modified by this Agreement)), except to the extent paid by Seller or any of its post-Closing Subsidiaries, any transaction expenses of the Paper Group and its Subsidiaries triggered by consummation of the Purchase and Sale Transaction (including any amounts required to be paid to investment bankers) and any transaction bonuses, retention bonuses or similar liabilities entered into by the Paper Group and its Subsidiaries prior to the Closing that are triggered upon consummation of the Purchase and Sale Transaction shall be included as current liabilities in the computation of Company Closing Net Working Capital.

Company Closing Net Working Capital means (i) the Company’s consolidated total current assets immediately prior to Closing (as defined by and determined in accordance with GAAP and, to the extent the Company’s Balance Sheet and past practice is consistent with GAAP, as GAAP is applied in the Company Balance Sheet and consistent with past practice, but without giving effect to the transaction contemplated hereby) less (ii) the Company’s consolidated total current liabilities immediately prior to Closing (as defined by and determined in accordance with GAAP and, to the extent the Company’s Balance Sheet and past practice is consistent with GAAP, as GAAP is applied in the Company Balance Sheet and consistent with past practice, but without giving effect to the transaction contemplated hereby). For purposes of calculating the Company Closing Net Working Capital, (i) the Company’s current assets shall exclude all Company Closing Cash and Restricted Cash, intercompany receivables, interest receivable, deferred financing costs, security deposits, non-operating receivables, income taxes receivable, and deferred income tax assets, and (ii) the Company’s current liabilities shall (A) include Seller Taxes and (B) reflect adjustments for the deferred revenue writedown, and (C) exclude all Company Closing Debt, intercompany payables, accrued income taxes, and deferred income tax liabilities. Exhibit B sets forth an illustrative calculation of Company Closing Net Working Capital.

Examples of Company Closing Net Working Capital in a sentence

• The Company shall prepare and deliver to Buyer a draft of each of the Company Closing Net Working Capital Certificate not later than five Business Days prior to the Closing Date and a final version of the Company Closing Net Working Capital Certificate to Buyer not later than three Business Days prior to the Closing Date.

• Notwithstanding anything herein to the contrary, for the purpose of calculating Company Closing Cash Amount, Company Closing Net Working Capital and Buyer Closing Net Working Capital, Seller and the Buyer shall use applicable currency exchange rates to United States currency as in effect as of the close of business on the third Business Day prior to Closing, as reported in the The Wall Street Journal.

• For purposes of the Purchase Agreement and based solely on Seller’s estimate of Company Closing Net Working Capital, the parties agree that “Estimated Company Closing Net Working Capital” shall be $329,000,000.

• All Seller Taxes are included as liabilities in the calculation of Company Closing Net Working Capital.

• To the extent such accounts receivable are included as part of Company Closing Net Working Capital and are paid to Seller or one of its post-Closing Affiliates after the Adjustment Calculation Time, Seller shall remit such cash to Buyer promptly (but in any event within 10 Business Days) after receipt thereof.

• Seller shall remit to Purchaser the Taxes shown as due on such Tax Returns that are allocable to Seller (as determined in accordance with Section 7.11(b)) (except to the extent such Taxes were either (i) included as a liability in the calculation of Company Closing Net Working Capital or (ii) remitted to Purchaser in accordance with its indemnification rights set forth inSection 10.2 of this Agreement).

• The Reviewing Accountant’s calculation of the Company Closing Cash, Company Closing Debt and Company Closing Net Working Capital shall be shall be considered for all purposes of this Agreement as being the Final Closing Cash, Final Closing Debt and Final Net Working Capital.

• Pursuant to Section 6.8, Seller shall deliver the Company Closing Net Working Capital Certificate to Buyer not later than five Business Days prior to the Closing Date.

• For clarity, the process set forth in this Section 2.3 shall be the exclusive remedy of Purchaser for disputes related to calculation of the Company Closing Cash, Company Closing Debt, Company Closing Net Working Capital, the Closing Financial Certificate, the Purchaser Adjustment Notice, the Notice of Objection and any amounts set forth therein, except in cases of fraud.

• The accounts receivable of the Company and any Subsidiary (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Net Working Capital Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges.

More Definitions of Company Closing Net Working Capital

Company Closing Net Working Capital means the Company Net Working Capital as of the Measurement Time. “Company Consideration Statement” has the meaning set forth in Section 2.3(a).

Company Closing Net Working Capital means Company Net Working Capital as of 11:59 p.m. (Chicago, Illinois time) on the day before the Closing; provided that notwithstanding anything herein to the contrary (including that Company Closing Net Working Capital is being measured as 11:59 p.m. on the day before the Closing and that Closing Net Working Capital is to be calculated in accordance with GAAP (as modified by this Agreement)), any transaction expenses of the Company and its Subsidiaries triggered by consummation of the Merger (including any amounts required to be paid to investment bankers) and any transaction bonuses, retention bonuses or similar liabilities entered into by the Company and its Subsidiaries prior to the Effective Time that are triggered upon consummation of the Merger shall be included as current liabilities in the computation of Company Closing Net Working Capital.

Company Closing Net Working Capital means the Company Net Working Capital as finally determined in accordance with this Section 2.03.

Company Closing Net Working Capital shall have the meaning ascribed to such term in Section 1.8(c)(i).