Definition of Pre-Closing Working Capital Schedule


Pre-Closing Working Capital Schedule means the balance sheet attached hereto as Exhibit D.
Sample 1

Examples of Pre-Closing Working Capital Schedule in a sentence

Notwithstanding any provision in this Agreement to the contrary, the Preliminary Balance Sheet and the Preliminary Pre-Closing Working Capital of the Company reflected on the Preliminary Pre-Closing Working Capital Schedule will exclude the assets and liabilities excluded from the definition of Working Capital.
In the event the Estimated Net Working Capital exceeds five million dollars ($5,000,000) (the "Net Working Capital Target"), then, in accordance with Section 2.2, the Seller Cash Purchase Price shall be increased by the amount by which the Estimated Net Working Capital reflected on the Pre-Closing Working Capital Schedule exceeds the Net Working Capital Target (the "Estimated Additional Net Working Capital Consideration").
In the event that the Estimated Net Working Capital set forth on the Pre-Closing Working Capital Schedule is less than the Net Working Capital Target, then, in accordance with Section 2.2, the Seller Cash Purchase Price shall be reduced by the amount by which the Estimated Net Working Capital reflected on the Pre-Closing Working Capital Schedule is less than the Net Working Capital Target (the "Estimated Net Working Capital Refund").
For the avoidance of doubt, the Estimated Net Working Capital set forth on the Pre-Closing Working Capital Schedule shall have been reduced by the dollar amount set forth on the Pre-Closing Working Capital Schedule on the line item titled "Reserve for net accrued expenses"; provided, however, that such reserve shall be replaced by actual amounts for purposes of calculation of the True-Up Balance Sheet and, accordingly, such reduction shall not be applied to the True-Up Net Working Capital.
Two Business Days prior to the Closing Date, Seller shall deliver to Madden the Pre-Closing Working Capital Schedule, which shall include an estimate of Net Working Capital as of the close of business on the Closing Date (the "Estimated Net Working Capital").