Closing Working Capital Certificate definition

Closing Working Capital Certificate has the meaning set forth in Section 1.11(a) of this Agreement.

Closing Working Capital Certificate. “Estimated Closing Working Capital”, “Estimated Closing Working Capital Deficiency”, and “Estimated Closing Working Capital Surplus”.

Closing Working Capital Certificate has the meaning set forth in Section 2.13(c). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.

Examples of Closing Working Capital Certificate in a sentence

• As promptly as practicable, but not later than thirty (30) days after the Closing Date, Purchaser will cause to be prepared and delivered to SCT a balance sheet for the Business as of the Closing Date (the "Closing Balance Sheet") and a certificate based on the Closing Balance Sheet setting forth Purchaser's calculation of Working Capital, Current Assets and Current Liabilities as of the Closing Date (the "Closing Working Capital Certificate").

• The Closing Working Capital Certificate shall state that it has been prepared in accordance with this Section 2.3(c).

• As promptly as practicable, but no later than sixty (60) days, after the Closing Date or such later date as Seller and Buyer agree, Buyer will cause the Closing Working Capital Certificate to be delivered to Seller.

• The Closing Balance Sheet and the Closing Working Capital Certificate shall be prepared in accordance with GAAP consistent with the Sellers’ past practices.

• The Closing Balance Sheet and the Closing Working Capital Certificate shall be prepared using the Agreed Accounting Principles.

• The Accounting Firm will (i) resolve only the Xxxxxx Holding Disputed Items, and (ii) make a determination of Xxxxxx Holding Closing Working Capital using the calculations set forth in the Xxxxxx Holding Closing Working Capital Certificate, as modified only by the Accounting Firm’s resolution of the Xxxxxx Holding Disputed Items.

• In preparing the Xxxxxx Holding Estimated Closing Working Capital Certificate, Xxxxxx Holding’s estimate of the Xxxxxx Holding Closing Working Capital will be made in accordance with the Balance Sheet Rules.

• ELC shall review the Estimated Closing Working Capital Certificate and related information and shall promptly notify Kxxxxxx and the Stockholder if ELC disagrees with the estimated Closing Working Capital as stated therein.

• The Estimated Closing Working Capital Certificate shall be accompanied by all relevant supplemental financial and other information.

• In the event that the Securityholders’ Agent shall not deliver any such objection(s) with respect to the Closing Working Capital Certificate or the Closing Working Capital Balance Sheet within such forty-five (45) day period, then the Closing Working Capital Certificate shall be deemed final for purposes of this Section 2.13.

More Definitions of Closing Working Capital Certificate

Closing Working Capital Certificate is defined in Section 1.7(a).

Closing Working Capital Certificate has the meaning set forth in Section 2.4(a).