Net Working Capital definition
Examples of Net Working Capital in a sentence
Net Working Capital and Closing Cash shall be determined disregarding any effects on the assets and liabilities of the Company of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash or cash equivalents contributed to the Company by Buyer or any of its Affiliates on the Closing Date.
Seller shall have no Liability pursuant to Section 8.2 with respect to a Loss to the extent such Loss was specifically included as a liability, or a reserve specifically for such Loss was taken into account, in the calculation of the Final Net Working Capital.
The Dispute Notice shall set forth the Seller's disagreement with the Closing Company Indebtedness, Closing Transaction Expenses, Closing Net Working Capital or proposed Closing Adjustment Amount based thereon.
The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth Seller’s determination of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses.
Schedule 2.4 (the “Estimated Closing Schedule”) sets forth Seller’s good faith estimate of Net Working Capital, Closing Cash, Closing Indebtedness and Seller Transaction Expenses.