Pre-Closing Working Capital means (a) Current Assets minus (b) Current Liabilities, in each case, calculated in accordance with the Calculation Principles and determined as of the last day of the month ended immediately prior to the Closing Date.
Examples of Pre-Closing Working Capital in a sentence
If the Parent delivers the Notice of Objection to the Company within the Review Period, the Parent and the Company shall, during the two (2) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts in good faith to reach agreement on the disputed items and amounts in order to determine the amount of Pre-Closing Working Capital.
Unless Parent delivers the Notice of Objection to Company within the Review Period, Parent shall be deemed to have accepted Company's calculation of Pre-Closing Working Capital and the Pre-Closing Working Capital Statement shall be final, conclusive and binding.
Any Notice of Objection shall specify those items or amounts with which Parent disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Parent's calculation of the Pre-Closing Working Capital based on such objections.
Upon receipt from the Company, Parent shall have two (2) Business Days to review the Pre-Closing Working Capital Statement (the "Review Period").
The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Company's preparation of its consolidated balance sheet and in accordance with the formula set forth on Schedule 4 attached hereto.