Closing Working Capital. 1.7(a) Code .................................................................
Closing Working Capital. “Closing Working Capital” means the Working Capital of the Company as reflected on the Final Closing Balance Sheet.
Closing Working Capital. The "Closing Working Capital" will be an amount equal to the Working Capital of the Powder Coatings Business at and as of the Closing as determined under Sections 2.7(A)-(D) above.
Closing Working Capital. (a) If the Closing Working Capital is less than the Benchmark Working Capital, Sellers shall pay to Purchaser, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Purchaser in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Benchmark Working Capital and the Closing Working Capital.
Closing Working Capital. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), setting forth Buyer’s calculation of Closing Working Capital (as defined below). The Closing Working Capital Statement shall (x) be prepared in accordance with GAAP applied on a basis substantially consistent with those used in the preparation of the Balance Sheet
Closing Working Capital. If the Final Closing Working Capital Amount, as determined pursuant to this Section 2.4, is:
Closing Working Capital. (i) If the Closing Working Capital, as finally determined in accordance with this ARTICLE 2, is less than the Estimated Closing Working Capital, then Buyer shall be entitled to collect from each Seller an amount equal to such Seller’s Pro Rata Share of such difference in accordance with Section 2.4(e).
Closing Working Capital. (a) As promptly as practicable, but no later than 60 days after the Closing, the Surviving Corporation will cause to be prepared and delivered to the Stockholders’ Representative (i) a statement setting forth the Surviving Corporation’s calculation of Closing Working Capital (the “Closing Working Capital Statement”), and (ii) a statement setting forth the Surviving Corporation’s calculation of Closing Cash (the “Closing Cash Statement” and together with the Closing Working Capital Statement, the “Closing Statements”), in each case determined in accordance with the definitions thereof. The Closing Statements shall (i) be signed by the Surviving Corporation’s chief financial officer, (ii) fairly present the Closing Working Capital and Closing Cash, each in accordance with the definitions thereof, and (iii) the Closing Working Capital Statement shall specifically identify the respective amounts of inventories, accounts receivable, prepaid expenses and other current assets (and, in each case, any allowances or reserves therefor) and accounts payable, accrued expenses and other current liabilities used for the Surviving Corporation’s calculation of Closing Working Capital.
Closing Working Capital. (a) At least fifteen (15) days prior to the Closing Date, each party shall prepare and deliver, or cause to be prepared and delivered, to the other party a certificate certified by its Chief Financial Officer setting forth a good faith estimate of such party’s Working Capital as of the close of business on the day immediately prior to the Closing Date (the “WC Closing Certificate”). Such WC Closing Certificate shall set forth detailed calculations of such party’s Working Capital and be accompanied by reasonable supporting documentation. The parties shall discuss in good faith their respective determinations and any disagreements related thereto in order to agree to final Working Capital amounts for each party promptly prior to the Closing Date. In connection therewith, each party shall afford the other reasonable access upon the terms and conditions set forth in Section 5.5 to its officers, employees, agents, accountants, assets, properties, books and records in order to resolve any disagreement and finalize the parties respective Working Capital amounts.
Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital.
