Examples of Closing Net Working Capital Target in a sentence
Neither the calculations to be made pursuant to Section 2.08 or this Section 2.10 nor the purchase price adjustment to be made pursuant to Section 2.11 is intended to be used to adjust for errors or omissions, under GAAP or otherwise, that may be found with respect to the Business Financial Information or the Closing Net Working Capital Target.
No later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller: a statement (the “Initial Post-Closing Statement”), in the same format as the Reference Closing Statement, setting forth Buyer’s calculation of the Closing Net Working Capital, Target Working Capital and Closing Cash as of the Effective Time, and of the Closing Transaction Expenses and Closing Indebtedness as of the Closing.
As used herein, “Estimated Working Capital Adjustment Amount” means, (A) if the amount of the Estimated Closing Net Working Capital is greater than the Closing Net Working Capital Target, the dollar amount of such difference (expressed as a positive number) and (B) if the amount of the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target, the dollar amount of such difference (expressed as a negative number).
Neither the calculations to be made pursuant to Section 2.02 or this Section 2.04 nor the purchase price adjustment to be made pursuant to Section 2.05 is intended to be used to adjust for errors or omissions, under IFRS or otherwise, that may be found with respect to the Business Financial Information or the Closing Net Working Capital Target.
For the avoidance of doubt, the parties hereto acknowledge and agree that the determination of the Closing Net Working Capital Adjustment Amount is intended solely to reflect changes between the Closing Net Working Capital and the Closing Net Working Capital Target, and any such change can be measured only if Closing Net Working Capital and the calculations and determinations thereof are prepared using the Accounting Principles.