Preliminary Working Capital definition

Preliminary Working Capital has the meaning specified in Section 2.2.

Preliminary Working Capital means the difference, as of the date of the Preliminary Balance Sheet, between (a) the sum of the cash, accounts receivable, inventory, capitalized work in process, prepaid expenses and other current assets of the Company, as reflected on the Preliminary Balance Sheet, less (b) the accounts payable, customer deposits, sales taxes payable, and other current liabilities of the Company as reflected on the Preliminary Balance Sheet, in each case, determined in accordance with GAAP.

Preliminary Working Capital has the meaning specified in Section 3.3(a)(ii).

Examples of Preliminary Working Capital in a sentence

• Notwithstanding anything in this Agreement to the contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the calculation of the Preliminary Working Capital Determination and any resulting payments due and payable pursuant to Section 2.4 of this Agreement (if any).

• Seller shall provide Buyer with reasonable access to the data used to prepare the Preliminary Working Capital Adjustment and the worksheet.

• The Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and Preliminary Debt Determination as agreed to in writing by Buyer and the Seller or as finally determined by the Arbitrator, as the case may be, shall be final and binding as the “ Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Transaction Expenses,” and “Closing Date Debt,” respectively, for purposes of this Agreement.

• 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).

• If the Net Working Capital as reflected on the Final Working Capital Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Working Capital Statement than to the Net Working Capital as reflected on the Working Capital Statement Objection, the Representative (on behalf of the Company Holders) shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.11(e)(ii).

More Definitions of Preliminary Working Capital

Preliminary Working Capital means the Net Working Capital as reflected on the Preliminary Balance Sheet, determined in accordance with GAAP.

Preliminary Working Capital means Working Capital of the Company, as calculated in accordance with the Preliminary Closing Balance Sheet and the provisions of Section 5.8(b).

Preliminary Working Capital means an amount equal to (i) Total Current Assets (less Excluded Assets), (ii) minus Total Current Liabilities (less Excluded Liabilities), calculated as of the Closing Date.

Preliminary Working Capital means the difference, as of the date of the Preliminary Balance Sheet, between (a) the sum of the cash, accounts receivable, inventory, capitalized work in process and other prepaid expenses of the Company, as reflected on the Preliminary Balance Sheet, less (b) the accounts payable, customer deposits, sales taxes payable, and other current liabilities of the Company as reflected on the Preliminary Balance Sheet, in each case, determinedin accordance with OCBOA.

Preliminary Working Capital means the good faith estimate of the Working Capital as of the Closing Date as determined in accordance with Section 2.1(a).

Preliminary Working Capital means $3,852,909.

Preliminary Working Capital has the meaning set forth in 3.3(b).