Cut-Off Date Working Capital definition

Cut-Off Date Working Capital means the amount of Working Capital as of the Cut-Off Date, calculated in accordance with Section 2.15. For purposes of calculating the Cut-Off Date Working Capital, the Liabilities in respect of items that would otherwise be included in Working Capital but that are the responsibility of the Acquiror under the cost-sharing provisions of this Agreement (including Section 10.02) will not be included in the calculation.

Examples of Cut-Off Date Working Capital in a sentence

• Seller shall be entitled to any refund of (or credit for) Taxes for which Seller is liable pursuant to this Section 7.2, except for any refund to the extent shown as an asset on the Cut-Off Date Working Capital Statement.

• Buyer shall pay Seller the amounts set forth in the Cut-Off Date AP Schedule in accordance with Exhibit 2.5. The Cut-Off Date Working Capital Statement and Final Working Capital shall include and reflect the allocated accounts payable of the Business set forth in the Cut-Off Date AP Schedule.

• Notwithstanding anything to the contrary in this Section 2.4, no disagreement set forth in the Notice of Disagreement may relate to the principles used in the preparation of the Cut-Off Date Working Capital Statement, so long as those principles are consistently applied with the Reference Working Capital Statement.

• Buyer shall reasonably assist Seller and its representatives in the preparation of the Cut-Off Date Working Capital Statement and shall provide Seller and its representatives reasonable access at all reasonable times to the personnel, properties, books and records of Buyer and the Companies for such purpose.

• A new sentence shall be added to the end of Section 2.4(a)(vi) of the Purchase Agreement to read as follows: No amount payable by Seller pursuant to the Executive Agreement shall be included in the Cut-Off Date Working Capital Statement or the calculation of Final Working Capital.

• Buyer shall reasonably assist Seller and its representatives in the preparation of the Cut-Off Date Working Capital Statement and shall provide Seller and its representatives reasonable access at all reasonable times to the personnel, properties, books and records of Buyer and its Affiliates for such purpose.

• If a valid Notice of Disagreement is received by Seller in a timely manner, then the Cut-Off Date Working Capital Statement and Final Working Capital shall become final and binding upon the parties on the earlier of (i) the date the parties resolve in writing any differences they have with respect to all matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Arbitrator.

• Notwithstanding anything to the contrary in this Section 3.2, no disagreement set forth in the Notice of Disagreement may relate to the principles used in the preparation of the Cut-Off Date Working Capital Statement, so long as those principles are consistently applied with the Reference Working Capital Statement.

• The only disagreements that may be set forth in the Notice of Disagreement pursuant to this Section 2.4(b) are those that relate to (x) any claimed inconsistencies between the principles used in the preparation of the Cut-Off Date Working Capital Statement and the principles used in the preparation of the Reference Working Capital Statement or (y) disputes regarding the Inventory Schedule prepared, pursuant to Section 2.4(h), or (z) errors in mathematical computation.

• Within ten (10) days after the payment of any Tax shown as a liability on the Cut-Off Date Working Capital Statement, Buyer shall provide Seller with an officer’s certificate stating the amount of any excess described in clause (C) of the preceding sentence with respect to such Tax.