Post-Closing Working Capital Statement definition

Post-Closing Working Capital Statement has the meaning set forth in Section 2.03(a).

Post-Closing Working Capital Statement means the statement of Working Capital prepared by the Purchaser in accordance with GAAP applied on a basis consistent with the past practice of the Vendor (except as specifically contemplated by the definitions of Working Capital and the valuation contemplated by Section 1.5) and certified by an authorized officer of the Purchaser.

Post-Closing Working Capital Statement shall have the meaning given to such term in Section 2.3(a) hereof.

Examples of Post-Closing Working Capital Statement in a sentence

• The Post-Closing Working Capital Statement shall be prepared on the same basis, including the same form and level of detail as Schedule 3.2, and apply the same accounting principles as the Preliminary Working Capital Statement (without any adjustments related to the Merger or purchase accounting).

• Any dispute regarding the Post-Closing Working Capital Statement not resolved by the Stockholders' Representative and Buyer within such 30-day period will be resolved by KPMG or another accounting firm mutually acceptable to both parties.

• The Post-Closing Working Capital Statement, with any adjustments necessary to reflect the Accounting Firm's resolution of the matters in dispute, shall become final and binding on Parent, Sub, the Company Holders and the Company Holders' Agent on the date the Accounting Firm delivers its final resolution to the parties, which shall be no later than one hundred twenty (120) days after the Closing Date.

• Upon request by the Company Holders' Agent, Parent and the Surviving Company shall cause to be transmitted, electronically, financial statements, working papers, trial balances and similar materials relating to the Post-Closing Working Capital Statement in formats such as Excel spreadsheets, or searchable Word or pdf documents.

• Unless the Stockholders' Representative notifies Buyer in writing that it disagrees with the Post-Closing Working Capital Statement within 30 days after the Stockholders' Representative's receipt thereof, the Post-Closing Working Capital Statement shall be conclusive and binding on all parties hereto and not subject to dispute or review and Buyer's calculation of the Working Capital at Closing as set forth therein shall be the "Closing Working Capital" for purposes of Section 2.3(b).

• The Post-Closing Working Capital Statement shall become final and binding upon the parties on the thirty-first (31st) day following delivery thereof unless the Company Holders' Agent makes a claim under this Section 3.2(c) by delivering written notice to the Parent of its disagreement with the Post-Closing Working Capital Statement (a "Dispute Notice") prior to such date.

• As soon as reasonably practicable after the Closing (but not later than 30 days thereafter), the Purchaser shall prepare and deliver two copies of the Post-Closing Working Capital Statement to the Vendor.

• Within sixty (60) days after the Closing Date, Parent shall (i) agree that the Preliminary Working Capital Statement is correct, in which case the Preliminary Working Capital Statement shall be the final Post-Closing Working Capital Statement (as defined below) or (ii) cause to be prepared and delivered to the Company Holders' Agent its determination of the Closing Date Working Capital (the " Post-Closing Working Capital Statement").

• No Company Holder shall be obligated to indemnify any Indemnified Person with respect to (i) any representation, warranty, covenant, agreement or condition specifically waived in writing at or prior to the Closing, (ii) any Damages for which a Claims Notice was not duly delivered prior to the expiration of the applicable Survival Period, or (iii) any liability that was included in the Post-Closing Working Capital Statement.

• For the avoidance of doubt, the value of the Inventories to be included in the Post-Closing Working Capital Statement shall be that finally determined in accordance with Section 2.6 and this matter shall not be subject to any further review by any of the Parties or by the Accountants.

More Definitions of Post-Closing Working Capital Statement

Post-Closing Working Capital Statement setting forth Parent’s determination of the Closing Working Capital and each component thereof, prepared and calculated in good faith and in the manner and on a basis consistent with the Transaction Accounting Principles.

Post-Closing Working Capital Statement means the statement of Working Capital prepared by the Purchaser in accordance with the provisions of this Agreement and those in Exhibit D.