Closing Statement of Working Capital definition

Closing Statement of Working Capital has the meaning set forth in Section 2.04(a).

Closing Statement of Working Capital. 2.06(b) “COBRA” 3.14(h) “Companies” Recitals “Company Employees” 6.01 “Company Permits” 3.10(b) “Confidential Information” 5.03 “Confidentiality Agreement” 5.03 “Cut Off Date” 5.08(a) “Designated Person” 3.26(b) “Development Territory” 5.05(b) “Earnout” 2.02(c)

Closing Statement of Working Capital shall have the meaning set forth in Section 3.3(b).

Examples of Closing Statement of Working Capital in a sentence

• The Closing Statement of Working Capital shall be derived from the Closing Balance Sheet and shall be prepared in accordance with the guidelines set forth on Schedule 2.04.

• To the extent any such Assets were excluded in the determination of Working Capital on the Closing Statement of Working Capital, the Sellers shall pay to the Purchaser, or the Purchaser shall pay to the Sellers, as the case may be, in consideration therefor, the amount by which the Working Capital was increased or decreased, as the case may be, due to such exclusion of such Assets in the determination of Working Capital on the Closing Statement of Working Capital.

• The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and include only those assets and liabilities transferred to Buyer hereunder.

• To the extent any Excluded Assets were included in the determination of Working Capital on the Closing Statement of Working Capital, the Sellers shall pay to the Purchaser, or the Purchaser shall pay to the Sellers, as the case may be, in consideration therefor, the amount by which the Working Capital was increased or decreased, as the case may be, due to such inclusion of such Excluded Assets in the determination of Working Capital on the Closing Statement of Working Capital.

• Purchaser shall provide Seller and its representatives with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Business acquired by Purchaser or its Designee, to the extent reasonably necessary to permit Seller to prepare the Closing Statement of Working Capital.

• Failure of the Buyer to so object to the Proposed Closing Statement of Working Capital shall constitute acceptance thereof, whereupon such Proposed Closing Statement of Working Capital shall be deemed to be the Final Closing Statement of Working Capital.

• All accounts receivable reflected on the Interim Balance Sheet as of July 31, 2007 or as set forth on the Final Closing Statement of Working Capital (net of allowances for doubtful accounts as reflected thereon) are valid receivables arising in the ordinary course of business and are current and, to the knowledge of the Seller, collectible at the aggregate recorded amount therefore as shown on the Balance Sheet (net of allowances for doubtful accounts as reflected thereon).

• The Purchaser shall provide to the Seller and its designated independent public accountants access to such of the Companies’ records that were delivered to Purchaser prior to or at the Closing, as well as any other records, as may reasonably be required for the review of the Closing Statement of Working Capital.

• The amount of any Claims payable under Section 7.01 shall not include any liabilities to the extent accrued or reflected in the finally-determined Closing Statement of Working Capital.

• The Closing Statement of Working Capital shall set forth the Net Working Capital of the Reference Companies as of the Closing Date (the “Closing Net Working Capital”), provided, that the Preliminary Statement of Working Capital and the Closing Statement of Working Capital shall include a reserve of 1.5% against all receivables included therein.

More Definitions of Closing Statement of Working Capital

Closing Statement of Working Capital means the statement of Accounts Receivable, Inventory, Accounts Payable (except Inter-Company Funding Payables) and Accrued Expenses of Seller as of the Closing Date prepared consistent with the Statement of Accounts.

Closing Statement of Working Capital has the meaning set forth in Section 3.3(a).