Sellers’ Working Capital definition

Sellers’ Working Capital shall have the meaning set forth in Section 1.7(a)(ii).

Sellers’ Working Capital means the difference, as of 11:59 p.m., New York City time, on the Closing Date, between (a) the sum of the accounts receivable, inventory and other current assets included within the Acquired Assets, as reflected on the Closing Balance Sheet, less (b) the accounts payable, accrued payroll of the Business, and any other assumed current liabilities (excluding any Excluded Liabilities), as reflected on the Closing Balance Sheet, in each case, determined in accordance with GAAP as applied on a basis consistent with the Most Recent Balance Sheet, including with respect to assumption and estimates and method of inventory valuation.

Examples of Sellers’ Working Capital in a sentence

• The Sellers’ Working Capital Statement and the Buyer’s Working Capital Statement will be calculated in accordance with the methodology set forth on Schedule 2.4(a).

• Sellers will deliver to Buyer, not later than three (3) Business Days prior to the Closing Date, a statement (the “ Sellers’ Working Capital Statement”) containing an estimate of the Business Working Capital (the “Estimated Working Capital”).

• It is through these commissions that the Assistance to Migrants Programme was created, which aims to provide comprehensive assistance, ranging from prevention to the defense of the human rights of migrants.203 One of the main limitations of these organisations is that they can only issue recommendations to authorities responsible for the violations, allowing these authorities to ignore these recommendations.

• On 28 August 2015, an aggregate of 240,000,000 shares of the Company were successfully placed by a placing agent to the investors at the placing price of HKD1.50 per placing share.

• If Sellers and Buyers are unable to resolve the disputed matters, Sellers and Buyers shall refer the disputed matters to the Midstream Consulting Firm on the thirtieth day after receipt of Sellers’ Working Capital Notice of Objections.

• 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.

• Sellers and Buyers shall endeavor in good faith to resolve any disputed matters concerning the Proposed Working Capital Adjustment within fifteen days after receipt of Sellers’ Working Capital Notice of Objections.