Closing Date Working Capital definition

Closing Date Working Capital has the meaning specified in Section 2.3(b).

Closing Date Working Capital means the Working Capital of the Companies as of the Adjustment Calculation Time.

Closing Date Working Capital means Working Capital as of 12:01 a.m. on the Closing Date calculated in accordance with the Agreed Accounting Principles.

Closing Date Working Capital. Closing Date Working Capital" means the excess of the Seller's current assets over the aggregate of the total liabilities that are included in the Assumed Liabilities, excluding deferred revenue, each determined in accordance with GAAP and consistent with the Seller's past practices, calculated as of the Closing Date; provided, however,that the Seller's current assets that are not part of the Assets shall be excluded from such calculation.

Closing Date Working Capital means an amount equal to (a) Closing Date Current Adjustment Assets minus (b) the Closing Date Current Adjustment Liabilities.

Closing Date Working Capital is defined in Section 1.5(b).

Closing Date Working Capital. Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively. In the event Seller so objects within such 30-day period, Buyer and Seller shall use their reasonable efforts to resolve by written agreement (the "Agreed Adjustments") any differences as to the Preliminary Closing Date Balance Sheet, the Preliminary Closing Statement and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement and, in the event Seller and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively, in each case as adjusted by the Agreed Adjustments. In the event any objections raised by Seller are not resolved by Agreed Adjustments within 15 days after Seller advises Buyer of Seller's objections, then Buyer and Seller shall submit the objections that are then unresolved to a national accounting firm acceptable to both Buyer and Seller, and such firm (the "Accounting Firm") shall be directed by Buyer and Seller to resolve the unresolved objections (solely as to whether any disputed matter had been determined in a manner inconsistent with the Agreed Accounting Principles and whether there exist any mathematical errors) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue," respectively, in each case after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm.

Closing Date Working Capital of the Company means the following from the Closing Date Balance Sheet: (a) the sum of (i) cash and cash equivalents (but only to the extent not swept out of the Company’s bank accounts on the Closing Date and not included in calculating the Purchase Price), (ii) accounts receivable, net of reserves, (iii) prepaid expenses, and (iv) other current assets, less (b) the sum of (i) accounts payable, (ii) liabilities for Taxes, net of the Transaction Tax Benefits, and (iii) other accrued expenses (excluding deferred income Taxes, and the Retained Litigation); provided that Closing Date Working Capital shall not include the Company’s Transaction Fees deducted from the Purchase Price at Closing and shall not include Closing Indebtedness.

Closing Date Working Capital means the result, determined as of 12:01 A.M. Eastern time on the Closing Date, of (a) Working Capital Assets minus (b) Working Capital Liabilities; provided, however, that the Closing Date Working Capital shall not be less than zero nor more than $35,000,000.

Closing Date Working Capital shall have the meaning set forth in Section 2.07(c) of this Agreement.