Closing Working Capital Deficit definition

Closing Working Capital Deficit means an amount, if any, by which the Closing Working Capital is less than the Closing Working Capital Target.

Closing Working Capital Deficit means the amount by which the Closing Working Capital is less than $30,520,000.

Closing Working Capital Deficit means the amount, if any, by which Closing Working Capital is less than the Closing Working Capital

Examples of Closing Working Capital Deficit in a sentence

• At the Closing, the Purchaser shall have received a certificate, dated as of the Closing Date, signed on behalf of the Stockholder, setting forth the Estimated Closing Balance Sheet and the Estimated Closing Working Capital Deficit of the Companies as of the third day before the Closing Date.

• If, in the alternative, the amount of the Closing Working Capital Deficit is less than Thirty Nine Million Five Hundred Thousand Dollars ($39,500,000.00) the amount by which it is less than Thirty Nine Million Five Hundred Thousand Dollars ($39,500,000.00) (a "Stockholder Credit") may be used by the Stockholder for Stockholder Offsets as specified in Section 1.3 (d) above subject to the adjustments set forth below.

• The ------------------------------------------------------------- Closing Net Worth Deficit, if any, shall not exceed $5,000,000 and the Closing Working Capital Deficit, if any, shall not exceed $5,000,000.

• Representations and Warranties of the Administrator........................

• If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Deficit Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Deficit Statement shall be deemed to have been accepted by Sellers.

• If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Deficit Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.

• After receipt of the Closing Working Capital Deficit Statement, Sellers shall have 60 days (the “Review Period”) to review the Closing Working Capital Deficit Statement.

• Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Deficit Statement or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be.

• Notwithstanding any provision of this Agreement to the contrary, in no event shall the Purchaser assume, pursuant to this Section 1.2, any portion of the Closing Working Capital Deficit of the Companies in excess of Forty Million Dollars ($40,000,000.00).

• In the event Seller and Buyer are unable to agree upon the Closing Working Capital Deficit, such dispute shall be resolved by the Unaffiliated Firm no later than ninety days after the Closing.

More Definitions of Closing Working Capital Deficit

Closing Working Capital Deficit means, with respect to the Closing Working Capital Deficit Statement, (A) the sum of (1) the Closing Accounts Receivable (as defined below) reflected on such statement and (2) the prepaid expenses reflected on such statement, minus (B) the sum of (1) the accounts payable reflected on such statement, (2) the premiums payable to carriers reflected on such statement, (3) the commissions payable reflected on such statement, (4) the deferred revenue reflected on such statement, (5) those accruals described on Schedule 1.4(c)(ii) hereto reflected on such statement and (6) any other current liabilities of the Companies reflected on such statement.

Closing Working Capital Deficit means the Current Assets less Current Liabilities as of the Closing Date prepared and calculated in accordance with GAAP.

Closing Working Capital Deficit has the meaning given to such term in Section 1.12(a).

Closing Working Capital Deficit shall exist when (and shall be equal to the amount by which) the Closing Net Working Capital falls short the Target Net Working Capital. “Closing Working Capital Excess”, shall exist when (and shall be equal to the amount by which) the Closing Net Working Capital exceeds the Target Net Working Capital. “Colones” means the lawful currency of Costa Rica. “Companies”, means jointly, Ultrachem, Global Chem, Chem Servicios, Ultrachem Guatemala and Ultrachem Costa Rica. “Companies Leased Real Property”, has the meaning set forth in Section 4.11 of this Agreement. “Competing Business”, has the meaning set forth in Section 4.19 (a) of this Agreement. “Competitive Business”, has the meaning set forth in Section 6.10(a) of this Agreement. “Confidentiality Agreement”, has the meaning set forth in Section 6.7 of this Agreement. “Contract”, means any legally binding contract, agreement, understanding, option, right to acquire, preferential purchase right, preemptive right, warrant, indenture, debenture, note, bond, loan, loan agreement, collective bargaining agreement, lease, mortgage, franchise, license, purchase order, bid, Exhibit 2.1

Closing Working Capital Deficit means the amount, if any, by which Closing Working Capital is less than $42,376,000. “Closing Working Capital Excess” means the amount, if any, by which Closing Working Capital exceeds $42,876,000. “Code” means the Internal Revenue Code of 1986, as amended.