Closing Date Working Capital Statement definition

Closing Date Working Capital Statement has the meaning set forth in Section 2.3(b).

Closing Date Working Capital Statement means F5 Finishes’ statement showing its determination of the Company’s Closing Date Working Capital.

Closing Date Working Capital Statement means the working capital statement that sets forth the Current Assets and Current Liabilities of Xxx Xxxxxxxx and the Transferred Subsidiaries as of immediately prior to the open of business on the Closing Date, prepared, or caused to be prepared, by Buyer in accordance with Section 2.6 hereof and, in the event of an Objection, as adjusted by either the agreement of Visant, on the one hand, and Buyer, on the other hand, or by the Accounting Firm, acting pursuant to Section 2.6(b).

Examples of Closing Date Working Capital Statement in a sentence

• Visant (and its independent accountant) shall be afforded the opportunity to review the books and records and calculations used in the preparation of the Closing Date Working Capital Statement.

• All Inventory is merchantable and consists of a quality and quantity usable and salable in the Ordinary Course at not less than book value, net of any applicable reserve reflected on the Closing Date Working Capital Statement.

• Except as set forth on Disclosure Schedule 3.5, the Sellers have not sold any inventory of the Business, which the purchaser thereof has the right to return to the Sellers or cause the Sellers to repurchase for any reason except (i) pursuant to the standard product warranties of the Sellers for product quality or mistake in shipment, and (ii) to the extent the same will be reflected in reserves on the Closing Date Working Capital Statement.

• The Closing Date Working Capital Statement shall be prepared in accordance with this Section 2.6 and the definitions of Current Assets and Current Liabilities.

• The Preliminary Closing Date Working Capital Statement shall be prepared in accordance with Schedule 2.5 and in collaboration with the chief financial officer of Buyer, and shall represent a good faith estimate of the Sellers at the Closing.

More Definitions of Closing Date Working Capital Statement

Closing Date Working Capital Statement setting forth Purchaser’s computation of the Net Working Capital of Seller as of the Closing Date (the “Closing Date Working Capital”). During such period, Seller will provide Purchaser and its representatives with access to all records necessary to prepare the Closing Date Working Capital Statement and the computations therein retained by Seller, if any.

Closing Date Working Capital Statement setting forth a calculation of the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (the “Closing Net Working Capital”), which Closing Date Working Capital Statement shall be prepared in accordance with the Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Date Working Capital Statement and will provide Seller and its Representatives access to all information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall permit reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the preparation of the Closing Date Working Capital Statement and the Closing Net Working Capital. The Closing Date Working Capital Statement shall be prepared in good faith and, in respect of the Closing Net Working Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to review the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall be permitted reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the analysis of the Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”). The Dispute Notice shall set forth Acquiror’s position as to the proper Closing Net Working Capital. Any items not set forth on the Dispute Notice sh...

Closing Date Working Capital Statement means Buyer’s statement showing its determination of the Company’s Closing Date Work Capital.

Closing Date Working Capital Statement means a statement which sets forth the Closing Date Working Capital Amount and the manner by which it was calculated.

Closing Date Working Capital Statement. 2.07(c) “Coated Converting Agreement” 5.21 “Confidentiality Agreement” 5.03(b) “Continuation Report” 5.20(c) “Controlling Party” 8.08(c) “Employee Amounts” 6.05 “Enterprise Zone Agreement” 3.22 “ERISA” 3.19(a)

Closing Date Working Capital Statement has the meaning ascribed to such term in Section 1.5(a).

Closing Date Working Capital Statement setting forth Buyer’s computation of the actual Net Working Capital of the Company as of the Closing Date (the “Closing Date Working Capital”). On or before thirty (30) days following the Closing Date, Buyer will prepare and deliver to the Majority Shareholder a pro-forma draft of the Closing Date Working Capital Statement setting forth any known adjustments to the Closing Date Working Capital as of such date, which draft will be for informational purposes only.