Preliminary Working Capital Schedule definition

Preliminary Working Capital Schedule means a statement of Net Working Capital prepared by Buyer and delivered to the Sellers’ Representative pursuant to Section 2.8.

Preliminary Working Capital Schedule shall have the meaning set forth in Section 3.2(a).

Preliminary Working Capital Schedule. Preliminary Working Capital Schedule" shall have the meaning as set forth Section 2.2(b)(i).

Examples of Preliminary Working Capital Schedule in a sentence

• The Preliminary Working Capital Schedule shall be prepared in good faith in accordance with GAAP, except as otherwise provided in the definition of Net Working Capital.

• As a result, there are now more than 3 million families that have to pay AMT.

• If the Purchaser and Holdco are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and Holdco shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Arbitrator.

• The Purchasers shall permit the Companies and the Member and their representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Preliminary Working Capital Schedule.

• Purchaser shall deliver the Preliminary Working Capital Schedule to Seller.

• The Preliminary Working Capital Schedule shall be prepared using accounting principles, practices and methods consistent with those used in preparing the Balance Sheet with adjustments for changes occurring in the period between the date of the Balance Sheet and the Closing Date.

• All accounts payable of Sellers, as set forth on the Current Balance Sheet and all subsequent balance sheets and schedules, including the Preliminary Working Capital Schedule and Sellers’ Working Capital Schedule, are or will be valid and genuine and have arisen or will arise solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of the Business consistent with past practice.

• If the Purchasers and the Companies are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen(15) days (or such longer period as the Purchasers and the Companies shall agree in writing) of notice of a dispute, the Parties shall engage an independent accounting firm mutually agreeable to the Parties (the “ Arbitrator”) to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the Parties.

• If Holdco prepares the Preliminary Working Capital Schedule 14in accordance with the immediately preceding sentence, then, with respect to such Preliminary Working Capital Schedule, all references inSection 3.7(a) through Section 3.7(d) to Holdco and the Purchaser (or the Company), respectively, shall be read as references to the Purchaser (or the Company) and Holdco, respectively.

• The Base Purchase Price will be increased or decreased dollar for dollar to the extent Seller's Working Capital is greater than or less than, respectively, the average working capital employed in the Businesses for the twelve (12) months ended July 31, 1998 of $7,090,000 (the "Working Capital Peg") based upon a Preliminary Closing Date Balance Sheet (the "Preliminary Closing Date Balance Sheet") and a Preliminary Working Capital Schedule (the "Preliminary Working Capital Schedule") provided for herein.

More Definitions of Preliminary Working Capital Schedule

Preliminary Working Capital Schedule means a draft schedule of the Net Working Capital, which shall include a calculation of each of the Net Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any.

Preliminary Working Capital Schedule means a statement of Net Working Capital prepared by the Purchaser and delivered to the Stockholder Representative pursuant to Section 2.6(a).

Preliminary Working Capital Schedule has the meaning set forth in Section 2.1.3. "Purchase Price" has the meaning set forth in Section 2.1.2. "Reasonable efforts" means commercially reasonable efforts. "Related Company Employees" has the meaning set forth in Section 5.8.1.

Preliminary Working Capital Schedule setting forth Buyer’s calculation of (a) Closing Working Capital, (b) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (c) Closing Date Cash, (d) Closing Date Indebtedness, (e) the aggregate amount of the Transaction Expenses, and (f) the Post-Closing Adjustment, and containing an unaudited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated in this Agreement), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of Buyer’s Chief Financial Officer that the Closing Working Capital Statement was prepared in accordance with the Working Capital Guidelines.