Preliminary Closing Date Working Capital definition

Preliminary Closing Date Working Capital is defined in Section 3.9(b)(ii).

Preliminary Closing Date Working Capital has the meaning set forth in Section 2.5(b)(iv).

Preliminary Closing Date Working Capital. Statement”) and an estimate of the Working Capital of the Acquired Business as of the close of business on the day immediately prior to the Closing Date. The Preliminary Closing Date Working Capital Statement shall be prepared in accordance with GAAP, applied on a basis consistent with the preparation of the Balance Sheet, and in accordance with the methodologies set forth in Section 2.6(a) of the Seller Disclosure Schedule.

Examples of Preliminary Closing Date Working Capital in a sentence

• At or prior to the end of such thirty (30) day period, Sellers’ Representative shall either inform Buyer in writing that the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or the Tax Allocation is acceptable or object to either or both in writing, setting forth a specific description of Sellers’ Representative’s objection(s).

• The Independent Accountants shall be instructed to deliver no later than thirty (30) days after its engagement a written report setting forth its resolution of the disputed item(s) and any adjustments to the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or Tax Allocation resulting from such resolution.

• The Independent Accountants’ resolution of the disputes and its adjustments, if any, to the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or Tax Allocation shall be limited to the item(s) in dispute between Sellers’ Representative and Buyer and shall be conclusive and binding upon the parties.

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• The Preliminary Closing Date Working Capital Statement shall be prepared in accordance with Schedule 2.5 and in collaboration with the chief financial officer of Buyer, and shall represent a good faith estimate of the Sellers at the Closing.

• Within five days following the delivery of the Preliminary Closing Date Balance Sheet (as hereinafter defined) pursuant to Section 8.4(a), if the "working capital" (as hereinafter defined) of the Combined Delahaye Business as of the Closing Date, as reflected on the Preliminary Closing Date Balance Sheet ("Preliminary Closing Date Working Capital"), exceeds $965,000 ("Target Working Capital"), Buyer shall pay to Seller cash in the amount equal to such excess ("Initial Working Capital Excess").

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• Buyer shall pay to Seller the amount, if any, by which the Final Closing Date Working Capital is greater than the Preliminary Closing Date Working Capital, and (ii) Seller shall pay to Buyer the amount, if any, by which the Final Closing Date Working Capital is less than the Preliminary Closing Date Working Capital.