Closing Statement of Net Working Capital definition

Closing Statement of Net Working Capital means the statement of net working capital setting forth the calculation of the Net Working Capital Amount of the Company to be (i) prepared by the Seller Parties pursuant to Section 2.5(a) based on the Closing Date Balance Sheet and (ii) dated as of the Closing Date, taking into account all current assets and liabilities that are attributable to the transactions engaged in by the Company prior to the Closing Date.

Closing Statement of Net Working Capital. 2.08(a) “COBRA” 6.01(c) “Commitment Letters” 4.07 “Covered Financial Statements” 5.03(g) “Conveyance Taxes” 7.06 “Deductible Amount” 9.04 “Equity Commitment Letter” 4.07 “ERISA” 3.17(a)

Closing Statement of Net Working Capital means a statement showing the computation of Closing Net Working Capital. An example Closing Statement of Net Working Capital is attached as Exhibit E.

Examples of Closing Statement of Net Working Capital in a sentence

• As promptly as practicable, but in any event within fifteen (15) Business Days following the Closing Date, the Seller Parties shall deliver to Buyer the Closing Statement of Net Working Capital.

• Notwithstanding anything in this Article X, no Buyer Indemnified Person shall be deemed to have incurred any Losses with respect to any liability to the extent such liability was included in the calculation of the Net Working Capital Amount pursuant to the Closing Statement of Net Working Capital and deducted from the Cash Consideration pursuant to Section 2.1(a).

• Within three (3) Business Days of the Closing Statement of Net Working Capital being deemed final, an adjustment shall be made such that the Net Working Capital Amount is reflected in the Final Installment in accordance with Section 2.1(a).

• The Audited Financial Statements, the 2005 Financial Statements, the Unaudited Financial Statements, the Management Accounts and the Closing Statement of Net Working Capital are collectively referred to herein as the "Financial Statements".

• During the 60-day period of its review, the Purchaser shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital.

• The Arbitrator shall deliver to the Sellers and the Purchaser, as promptly as practicable and in any event within 45 days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Closing Statement of Mexican Net Debt or the Closing Statement of Net Working Capital, as the case may be, determined in accordance with the terms of this Agreement.

• As of the Closing, the Purchaser shall assume all obligations of the Sellers and their Affiliates to the Transferred Employees for any accrued vacation entitlement, vacation pay entitlement and unpaid wages, to the extent that such obligations have been accurately accrued on the Closing Statement of Net Working Capital.

• The Purchaser shall cause its and its Affiliates’ respective officers and employees to assist and cooperate with the Sellers and PricewaterhouseCoopers LLP (in the capacity of Sellers’ accountants, the “Sellers’ Accountants”) in connection with the preparation of the Closing Statement of Mexican Net Debt and the Closing Statement of Net Working Capital.

• Subject to clause (ii) of this Section 2.5(b), the Closing Statement of Net Working Capital delivered by the Seller Parties to Buyer shall be final, binding and conclusive on the parties hereto.

• Seller shall cause its and its Affiliates’ respective officers and employees to assist and cooperate with Purchaser in connection with an audit of the balance sheet of the Business as of the Closing Date from which the Closing Statement of Net Working Capital will be derived.

More Definitions of Closing Statement of Net Working Capital

Closing Statement of Net Working Capital has the meaning set forth in Section 2.4(a) hereof.