Pre-Closing Working Capital means (a) Current Assets minus (b) Current Liabilities, in each case, calculated in accordance with the Calculation Principles and determined as of the last day of the month ended immediately prior to the Closing Date.
Examples of Pre-Closing Working Capital in a sentence
The Pre-Closing Working Capital, the Estimated Working Capital Adjustment Amount, Estimated Closing Indebtedness and the Estimated Retained Cash shall be set forth in U.S. dollars after any applicable portion thereof denominated in a currency other than U.S. dollars has been converted to U.S. dollars at the foreign exchange reference rate with respect to such currency published in the Wall Street Journal on the date that the Estimate is delivered pursuant to this Section 1.6.
In the event that Buyer objects to any amounts or calculations set forth on the Estimated Working Capital Statement, Buyer and Seller shall cooperate in good faith to resolve such objection prior to the Closing provided, however, that in the event the Buyer and Seller are not able to resolve such objection prior to the Closing Date, the calculations set forth on the Estimated Working Capital Statement will be used for purposes of determining the amount of the Pre-Closing Working Capital Adjustment.
If the Parent delivers the Notice of Objection to the Company within the Review Period, the Parent and the Company shall, during the two (2) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts in good faith to reach agreement on the disputed items and amounts in order to determine the amount of Pre-Closing Working Capital.
If the Preliminary Pre-Closing Working Capital of the Company reflected on the Preliminary Pre-Closing Working Capital Schedule is greater than the Target Net Working Capital Amount, then the Purchase Price to be paid at Closing will be increased by the amount of such excess.
For the avoidance of doubt, the Estimated Net Working Capital set forth on the Pre-Closing Working Capital Schedule shall have been reduced by the dollar amount set forth on the Pre-Closing Working Capital Schedule on the line item titled "Reserve for net accrued expenses"; provided, however, that such reserve shall be replaced by actual amounts for purposes of calculation of the True-Up Balance Sheet and, accordingly, such reduction shall not be applied to the True-Up Net Working Capital.