Closing Date Determination. Not more than five Business Days, but in no event less than one Business Day, before the Closing Date, Sellers and Buyers will, in good faith and in accordance with GAAP, jointly estimate Net Working Capital as of the day prior to the Closing Date, using the principles of preparation used to prepare Schedule 3.3(a). The amount of Net Working Capital as estimated pursuant to this Section 3.2(b) is referred to herein as “Estimated Working Capital.”
Closing Date Determination. Upon the terms and subject to satisfaction or waiver of the conditions contained in this Agreement, the closing of the Initial Transaction (the “Closing”) will take place as of the earliest date (the “Closing Date”) on which legal title to at least two (2) of the Kuo Vessels can be concurrently delivered and transferred to the Shipco SPVs set forth next to the names of such Kuo Vessels on Schedule 2.1(a) under their respective MOAs (such Kuo Vessels, together with any other Vessels to be acquired by any Shipco SPVs at Closing, the “Closing Vessels”). TDB shall copy Arcade and the Buyer on all written correspondence between itself and the relevant Sellers of these two vessels in respect of the date of delivery thereof under their respective MOAs and notify Arcade and the Buyer of such delivery date (“Closing Notification”).
