Final Closing Date Working Capital definition

Final Closing Date Working Capital means the Company’s Closing Date Working Capital as disclosed by the Final Closing Date Working Capital Statement.

Final Closing Date Working Capital has the meaning set forth in Section 2.3(e).

Final Closing Date Working Capital means the definitive Closing Date Working Capital agreed to (or deemed to be agreed to) by the Purchaser and the Seller in accordance with the terms of this Section 2.07(e) or resulting from the determinations made by the Independent Accounting Firm in accordance with this Section 2.07(e) (in addition to those items theretofore agreed by the Purchaser and the Seller).

Examples of Final Closing Date Working Capital in a sentence

• In no event shall Purchaser or one or more of its Designated Affiliates be liable for payments or accruals with respect to Accrued Vacation which exceeds the amount accrued for Accrued Vacation on the Final Closing Date Working Capital.

• For the avoidance of doubt, for purposes of computing the Final Closing Date Working Capital Amount and the Final Adjustment Amount Due, no cap or limitation on the upward or downward adjustment, if any, to the Purchase Price in respect of the Proposed Final Adjustment Amount Due, shall apply.

• With respect to Taxes due after the Closing Date that relate to the income, property or operations of Gentek Holdings or any of its Subsidiaries for a Pre-Closing Period, to the extent such Taxes were not set forth as a current Liability (or in Closing Net Indebtedness) on the Final Closing Date Working Capital, an amount shall be paid from the Indemnification Escrow to the Purchasers five (5) business days prior to the due date of such Taxes.

• The fees and expenses of the Accountants in connection with resolving any Disputed Item (including attorneys’, accountants’, investigators’ and other professional fees) shall be paid pro rata by each Party in relation to the proportional difference between the Accountants’ final determination of the Disputed Items in connection with the Closing Date Working Capital and the Final Closing Date Working Capital as specified by the Accountants’ Determination.

• The Arbitrating Accountant’s function shall be to conform the Final Closing Date Working Capital Statement and the Final Working Capital to the requirements of this Section 2.4. The Arbitrating Accountant shall allow Buyer and Seller (or Parent) to present their respective positions regarding the Dispute.

More Definitions of Final Closing Date Working Capital

Final Closing Date Working Capital means the definitive Closing Date Working Capital, the term “Final YTD Capital Expenditures” shall mean the definitive YTD Capital Expenditures, the term “Final Closing Date Cash” shall mean the definitive Closing Date Cash and the term “Final Assumed Indebtedness” shall mean the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).”

Final Closing Date Working Capital means the definitive Closing Date Working Capital, the term “Final Closing Date Cash” shall mean the definitive Closing Date Cash and the term “Final Assumed Indebtedness” shall mean the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).

Final Closing Date Working Capital means the Closing Date Working Capital as determined by (i) Section 2.6(b)(ii)(A), (ii) the Closing Date Working Capital Statement in the event that BPI fails to deliver a BPI Objection Notice within the Review Period, (iii) a Working Capital Settlement Agreement, or (iv) the Accountants’ Determination. If the Final Closing Date Working Capital has been determined to be less than the Estimated Closing Date Working Capital (the amount of such deficit, being referred to herein as the “Shortfall Amount”), then within ten (10) calendar days after the Final Determination Date, BPLA shall pay to Intcomex an amount equal to the Shortfall Amount. If the Final Closing Date Working Capital has been determined to be more than the Estimated Closing Date Working Capital (the amount of such excess, being referred to herein as the “Overpayment Amount”), then within ten (10) calendar days after the Final Determination Date, Intcomex shall pay to BPLA an amount equal to the Overpayment Amount. Such payments shall be made by wire transfer of immediately available funds to an account designated in writing by the applicable receiving Party.

Final Closing Date Working Capital. Amount” 1.11(h)(ii) “Gross Profit Statement” 1.12 (b) “HSR Act” 4.5 (c) “Indemnified Party” 8.3 (a) “Indemnifying Party” 8.3 (a) “Independent Accountants” 1.11 (f) “Intellectual Property Rights” 2.16 (a) “Inventions” 2.16 (a) “IP Contracts” 2.16 (c) “Leased Premises” 2.13 (b) “Leases” 2.13 (b) “LLC Law” 1.1 “Material Contracts” 2.14 (a) “Member Cash Payment” 1.10 (c) “Merger” Recital “Merger Consideration” 1.8 (b) “Most Recent Balance Sheet” 2.7 (a) “Non-Foreign Affidavit” 9.13 “Notice” 9.2 “NYPSC” 5.3 (m) “Options” 1.8 (c) “Option Cash Payment” 1.8 (c) “Option Holder” 1.8 (c) “Option Schedule” 4.10 (b) “Patent Rights” 2.16 (a) “Paying Agent” 1.9 (a) “Plans” 2.6 (a) “Position Statement” 1.11 (f) “Proposed Closing Date Working Capital Amount” 1.11 (a) “Proposed Earn-Out Payment” 1.12 (b) “Proposed Final Adjustment Amount Due” 1.11 (a) “Proceeding” 8.3 (a) “Purchase Price” 1.10 (a) “Registered Intellectual Property Rights” 2.16 (a) “Remaining Disputes” 1.11 (f) “Remaining Earn-Out Disputes” 1.12 (g) “Resolution Period” 1.11 (e) “Restraints” 5.1 (c) “Rules” 9.4 “Support Agreement” 5.3 (k) “Surviving Company” 1.1 “Tangible Assets” 2.17 “Tax Proceeding” 6.1 (c) “Technology” 2.16 (a) “Termination Date” 7.1(b)(ii) “Trademark Rights” 2.16 (a) 50 Term Section “Trademarks” 2.16 (a) “Trade Secret Rights” 2.16 (a) “Works of Authorship” 2.16 (a) 51

Final Closing Date Working Capital. 2.07(e)(ii) “Final Term” 5.22(a) “Guarantees” 5.04(f) “Independent Accounting Firm” 2.07(e)(ii) “Initial Term” 5.22(a) “Initial Transfer Amount” 6.04(e) “Initial Transfer Date” 6.04(e) “Interest Rate” 2.07(d)(iii) “lease” 3.12(a) “Letter of Credit” 5.22(a) “Licenses and Permits” 2.01(a)(xiii) “LIFO” 3.07 “Loss” 8.02

Final Closing Date Working Capital means the Working Capital of the Company as of the Closing Date.

Final Closing Date Working Capital shall have the meaning specified in Section 2.4(e) of this Agreement.