Examples of Net Closing Date Working Capital in a sentence

In the event that the determination of the Updated Net Closing Date Working Capital requires a change to the Allocation, Purchaser shall deliver to Seller a supplemental statement on Part III of IRS Form 8594, which shall be the “Allocation” for purposes of this Agreement.

More Definitions of Net Closing Date Working Capital

Net Closing Date Working Capital means the combined net book value of all current assets of the Company minus the combined net book value of all current liabilities of the Company as reflected in the Final Closing Date Balance Sheet each determined on an accrual basis in accordance with GAAP and SEC reporting requirements giving effect to accrued and deferred taxes related to the conversion from cash basis to accrual accounting (excluding any reserve for deferred Taxes, other than deferred Taxes if Purchaser chooses not to make a Code Section 338(h)(10) election related to the conversion from cash basis to accrual accounting, established to reflect timing differences between book and Tax income) and including an accrual for unpaid daily payroll and fringe liabilities up to the Closing Date, including an accrued liability for the January 1 holiday pay; the value of unbilled In-Process Engagements less the value of fixed fee percentage of completion deferred revenue liability; accruals for potential In-Process Engagement overruns and write-offs; and the accrual of fees and expenses related to this Agreement payable by the Company.

Net Closing Date Working Capital means the difference between (i) current assets and (ii) current liabilities of the Seller as of the opening of business on the Closing Date. Net Working Closing Date Working Capital shall be determined in accordance with GAAP and shall consist only of those accounts, and shall be calculated in the manner, set forth on Schedule 1.1G; provided, however, that Net Closing Date Working Capital shall exclude the account identified as “Collections in Excess of Amounts Earned-Deferred Revenue Adjustment,” which is noted on Schedule 1.1G for illustrative purposes only, but, for the avoidance of doubt, will include the account identified as “Purchase Accounting Deferred Revenue Adjustment - Percent complete non-contingent allocation adjustment.”

Related to Net Closing Date Working Capital

Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).
Base Working Capital means $25,000,000.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Target Net Working Capital means $36,500,000.
Target Working Capital Amount means $162,000,000.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Cash has the meaning specified in Section 3.4(a).
Target Net Working Capital Amount means $0.
Net Working Capital Target means $0.00.
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).

Net Closing Date Working Capital definition

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