Initial Closing Working Capital definition

Initial Closing Working Capital means, without duplication, (a) the Current Assets of Newco and its Subsidiaries (including the Contributed Entities), less (b) the Current Liabilities of Newco and its Subsidiaries (including the Contributed Entities), determined as of the Initial Closing.

Initial Closing Working Capital means an amount equal to the excess of (i) the aggregate current accounts receivable in the Acquired Business plus the current assets in the Acquired Business set forth on Schedule 2.5 over (ii) the aggregate current accounts payable in the Acquired Business plus current liabilities in the Acquired Business set forth on Schedule 2.5, calculated as of the Closing Date, in a manner consistent with the standards, procedures and policies used in preparing the Financial Statements.

Initial Closing Working Capital prepared on a basis consistent with the preparation of the Balance Sheet, GAAP and the example set forth on Schedule 3.3 of the Disclosure Schedules, which schedule sets forth an example of the calculation of the Closing Working Capital as if the Closing Date had occurred on June 30, 2006, and the corresponding

Examples of Initial Closing Working Capital in a sentence

• An example, for illustrative purposes only, of the calculation of Net Working Capital as of October 1, 2005 is set forth on Company Disclosure Schedule 3.4. Seller shall use the latest available information as of the Estimate Statement Delivery Date to prepare the Estimated Closing Balance Sheet and to calculate the Initial Closing Working Capital and the Adjusted Closing Cash Payment.

• Promptly upon the Shareholders’ Representative request, Parent shall make available to the Shareholders’ Representative copies of the work papers and back-up materials used by Parent in preparing the Initial Closing Date Balance Sheet, the Initial Closing Working Capital Statement and such other documents as the Shareholders’ Representative may reasonably request in connection with its review of the Initial Closing Date Balance Sheet and the Initial Closing Working Capital Statement.

• If no Notice of Disagreement is delivered to Purchaser by such time, then the Initial Closing Working Capital and Net Indebtedness Statements shall become final and binding upon the parties in accordance with Section 2.6(c).

• If Initial Closing Working Capital exceeds $250,000 ("Target Working Capital"), the Closing Cash Payment shall be increased by the amount of such excess (such increase, a "Positive Adjustment") and, if Target Working Capital exceeds Initial Closing Working Capital, the Closing Cash Payment shall be reduced by the amount of such excess (such reduction, a "Negative Adjustment").

• The preparation of the Closing Statement shall be for the purpose of determining the difference between Net Working Capital as calculated in accordance with the Agreed Principles and set forth on Schedule 3.3(a) (“Reference Working Capital”) and the Initial Closing Working Capital for the purpose of determining the Adjusted Purchase Price.

• Seller shall use the latest available information as of the Closing Statement Delivery Date to calculate the Initial Closing Working Capital and the Adjusted Purchase Price.

• The preparation of the Closing Statement shall be for the purpose of determining the difference between Initial Closing Working Capital and Closing Working Capital.

• The Seller shall use the latest available information as of the Closing Statement Delivery Date to estimate the Initial Closing Working Capital, Initial Closing Cash and Initial Closing Indebtedness and calculate the corresponding Initial Purchase Price to be paid at the Closing.

• If Initial Closing Working Capital exceeds Reference Working Capital, the Purchase Price shall be increased by the amount of such excess (such increase, a “Positive Adjustment”) and, if Reference Working Capital exceeds Initial Closing Working Capital, the Purchase Price shall be reduced by the amount of such excess (such reduction, a “Negative Adjustment”).

• The Initial Closing Working Capital and Net Indebtedness Statements shall be prepared in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Business Financial Statements.

More Definitions of Initial Closing Working Capital

Initial Closing Working Capital is defined in Section 2.3(a)(i).