Preliminary Working Capital Statement definition

Preliminary Working Capital Statement. As defined in Section 2.04(a).

Preliminary Working Capital Statement has the meaning set forth in Section 3.2(b).

Preliminary Working Capital Statement has the meaning set forth in the Asset Purchase Agreement.

Examples of Preliminary Working Capital Statement in a sentence

• If the Representative wishes to object to the content of the Preliminary Working Capital Statement, then the Representative shall inform Parent on or prior to the last day of such period by delivering a written notice to Parent (a “Working Capital Statement Objection”) setting forth a description of the basis of the Working Capital Statement Objection and the adjustments to the Net Working Capital that the Representative believes should be made.

• The Preliminary Working Capital Statement shall be prepared in a manner consistent with the preparation of the Current Balance Sheet as to accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodologies.

• 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).

• The Contractor (and/or any subcontractor) shall perform and document the actions identified in the CDC Out-Processing Checklist (http://intranet.cdc.gov/od/hcrmo/pdfs/hr/Out_Processing_Checklist.pdf) when an employee terminates work under this contract.

• Working Capital shall mean current assets less current liabilities, subject to the adjustments set forth on Schedule 1.2. The Preliminary Working Capital Statement will be prepared on a basis consistent with the manner in which the Financial Statements were prepared.

• In resolving the Working Capital Statement Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.11(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any party, or less than the smallest value for such item claimed by any party, as set forth in the Preliminary Working Capital Statement or the Working Capital Statement Objection.

• The estimate of Closing Date Working Capital set forth in the Preliminary Working Capital Statement shall be used as the Closing Date Working Capital for the purposes of calculating and paying the Total Merger Consideration at Closing, but shall be subject to adjustment following the Closing pursuant to this Section 3.2.

• If the Representative does not deliver a Working Capital Statement Objection to Parent within such period, then the Representative shall be deemed to have accepted the Preliminary Working Capital Statement.

• The Unrelated Accounting Firm shall be directed to resolve disputed issues in accordance with the terms of this Agreement and render a written report on the unresolved disputed issues with respect to the Preliminary Balance Sheet and the Preliminary Working Capital Statement as promptly as practicable and to resolve only those issues of dispute set forth in the Objection Notice.

More Definitions of Preliminary Working Capital Statement

Preliminary Working Capital Statement means the calculation of Net Working Capital attached hereto as Exhibit D, including the illustrative calculation of Net Working Capital as of October 31, 2021 included therein (the “Illustrative NWC Calculation”).

Preliminary Working Capital Statement means a net working capital statement including only those line items as set forth in Schedule 1.1(d) attached hereto, setting forth the calculation of the amount, if any, by which the Current Assets as of the opening of business on a date no later than five (5) Business Days prior to the Closing Date exceed the Current Liabilities as of the opening of business on a date no later than five (5) Business Days prior to the Closing Date prepared in accordance with the Accounting Principles, with the exception that inventory shall be stated on a gross cost basis, excluding any financial reserves, and to the extent such Current Assets and Current Liabilities exist with respect to the Business and should be accounted for as of the Closing Date in accordance with the Accounting Principles, with the exception that inventory shall be stated on a gross cost basis, excluding any financial reserves.

Preliminary Working Capital Statement has the meaning ascribed thereto in Section 2.2(c) of this Agreement.

Preliminary Working Capital Statement has the meaning given in Clause 3;