Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”).
Closing Net Working Capital. (a) Seller shall deliver to Buyer two (2) business days prior to the Closing, an estimated balance sheet of the Company as of the Closing Date. At the Closing, the Purchase Price paid shall not be subject to any adjustment as a result of any working capital estimates made pursuant to this Article III.
Closing Net Working Capital. Parent shall agree in writing to the calculation of the Closing Net Working Capital.
Closing Net Working Capital. As promptly as practicable, but in any case no later than forty-five (45) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Sellers a closing statement (the “Closing Statement”) setting forth Purchaser’s calculation, calculated in accordance with the Accounting Principles, of (i) the Cash and Cash Equivalents (the “Closing Cash”), (ii) the amount of Indebtedness of the Companies and their Subsidiaries outstanding (“Closing Indebtedness”), (iii) the Other Adjustments (“Closing Other Adjustments”) and (iv) Net Working Capital (the “Closing Net Working Capital”), in each case as of the Closing Time.
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Closing Net Working Capital. As promptly as practicable, but in any case no later than seventy-five (75) days after the Closing Date, Purchasers shall cause to be prepared and delivered to Sellers a closing statement (the "Closing Statement") setting forth Purchasers' calculation, calculated in accordance with Exhibit A hereto, of (i) the aggregate Cash and Cash Equivalents as of immediately prior to the Closing (the "Closing Cash"), (ii) the amount of aggregate Indebtedness of the Target Companies and their respective Subsidiaries outstanding as of immediately prior to the Closing ("Closing Indebtedness"), (iii) as of immediately prior to the Closing, the Other Adjustments ("Closing Other Adjustments") and (iv) as of immediately prior to the Closing, Net Working Capital (the "Closing Net Working Capital"). (d)
Closing Net Working Capital. Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Statement") setting forth Net Working Capital as of the close of business on the business day preceding the Closing Date ("Closing Net Working Capital") certified by an officer of Buyer to the effect that the Statement has been prepared in accordance with the requirements of this Section 2(b). Closing Net Working Capital is to be calculated at fair value in accordance with generally accepted accounting principles. Inventories of 10 5 the Business are to be valued at prevailing market prices as of the close of business on the business day preceding the Closing Date. Open purchase and sale contracts, including swaps, options and futures, are to be marked to market at prevailing market prices as of the close of business on the business day preceding the Closing Date.
Closing Net Working Capital. If the Target Net Working Capital exceeds the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be reduced, dollar-for-dollar, by the amount by which the Target Net Working Capital exceeds the Closing Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be payable to Buyer, dollar-for-dollar, out of the Escrow Funds. If the Target Net Working Capital is less than the Closing Net Working Capital, the Cash Consideration portion of the Aggregate Purchase Price shall be increased, dollar-for-dollar, by the amount by which the Closing Net Working Capital exceeds the Target Net Working Capital (after taking into effect any payments in respect of Estimated Closing Net Working Capital pursuant to Section 1.5(c)(ii) above), and such amount shall be paid by Buyer, dollar-for-dollar, to the Sellers. The adjustments referred to in Section 1.5(c) above and this Section 1.5(h) are referred to as the “Net Working Capital Adjustments.”
Closing Net Working Capital as of 11:59 p.m. of the Closing Date, the excess of the Company’s current assets as reflected on the Closing Balance Sheet over the Company’s current Liabilities as reflected in the Closing Balance Sheet (and after giving effect to the Closing Distributions and the other transactions contemplated by Section 2.3) as calculated in accordance with GAAP applied by the Company on a basis consistent with the Company Financial Statements; provided, however, that for purposes of calculating Closing Net Working Capital,
Closing Net Working Capital. The term "
