Net Working Capital Closing Statement definition

Net Working Capital Closing Statement has the meaning set forth in Section 2.2(b).

Net Working Capital Closing Statement setting forth the Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Final Working Capital”), consistent with and prepared in accordance with the principles set forth on Schedule 1.7(c), it being agreed and understood that sales and use taxes exposure estimates, based on the laws of each state in which the Company has nexus, shall be accrued (to the extent required by GAAP) or paid, including estimated legal and accounting fees related to the submission of voluntary disclosure agreements. If accrued in accordance with GAAP and not paid, such accrued sales and use taxes exposure shall be included as current liabilities for purposes of calculating net working capital (“Net Working Capital”). If Parent does not deliver a Net Working Capital Closing Statement to the Securityholder Representative within such ninety (90) day period, the Estimated Working Capital set forth in the Estimated Working Capital Statement will be the Final Working Capital and will be final, conclusive and binding on the parties.

Net Working Capital Closing Statement has the meaning set forth in Section 2.2(b). “NGL” has the meaning set forth in the Preamble.

Examples of Net Working Capital Closing Statement in a sentence

• If Parent does not deliver a Net Working Capital Closing Statement to the Securityholder Representative within such ninety (90) day period, the Estimated Working Capital set forth in the Estimated Working Capital Statement will be the Final Working Capital and will be final, conclusive and binding on the parties.

• Within forty-five (45) days following receipt by the Securityholder Representative of the Net Working Capital Closing Statement, the Securityholder Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Net Working Capital Closing Statement (“ Closing Statement Dispute Notice ”).

• No later than forty-five (45) days following the Closing, NGL Subsidiary shall deliver to SemStream the Net Working Capital Closing Statement, together with a worksheet showing the difference, if any, between the Net Working Capital reflected therein and the Net Working Capital Threshold.

• Subject to subsection (iii) below, three (3) Business Days prior to the Closing, SemStream shall deliver to NGL Subsidiary a good faith estimate of the Net Working Capital Closing Statement (“Estimated Net Working Capital”) as of the Calculation Date.

• NGL Subsidiary shall, at the Closing, assume, agree to perform, and, when due, pay and discharge, all the Liabilities of SemStream to the extent attributable to the Business (including all Liabilities reflected on the Net Working Capital Closing Statement), other than the Excluded Liabilities (the “Assumed Liabilities”).

• The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of SemStream as of the Calculation Date.

• SemStream shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement and related worksheet to provide written notice of its objection to the Net Working Capital Closing Statement or the related worksheet (which notice shall state the basis for SemStream’s objection).

• If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parentwithin such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.

• The Representative shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement to provide written notice of its objection to the Net Working Capital Closing Statement (which notice shall state the basis for the Representative’s objection).

• Buyer and Seller shall use their respective reasonable efforts to cause the Net Working Capital Closing Statement to be completed within ninety (90) days following the Closing Date.