Company Net Working Capital Certificate definition

Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of Parent dated as of the Closing Date, certifying a good faith estimate of the amount of Company Net Working Capital.

Company Net Working Capital Certificate means a certificate executed by the Sellers’ Agent and the President of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (ii) an itemized list of each element of the Company’s current assets, and (iii) an itemized list of each element of the Company’s current liabilities and accounts payable). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.

Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) an itemized list of the Company’s consolidated total current assets, and (ii) an itemized list of the Company’s consolidated total current liabilities) unpaid Company Debt (including an itemized list of each Company Debt) and unpaid Transaction Expenses (including an itemized list of each Transaction Expense), which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the amount of Company Net Working Capital and Company Debt.

Examples of Company Net Working Capital Certificate in a sentence

• The amount of any deficiency between the amount shown for (A) Company Net Working Capital on the Audited Company Net Working Capital Certificate and (B) $55.0 million is referred to herein as the "Audit Adjustment".

• Under EMIR, parties which are under such an obligation undertake to put in place procedures and steps to measure, monitor and mitigate operational and credit risks to cover (i) the reporting of transactions, (ii) portfolio reconciliation, compression and dispute resolution,(iii) daily valuation of transactions and (iv) timely, accurate and appropriately segregated exchange of collateral(Articles 11.9 to 11.12).

• The Company shall prepare and deliver to Acquiror at or prior to the Closing the Closing Expenses Certificate and the Company Net Working Capital Certificate.

• The Company shall prepare and deliver to Acquirer, a draft of each of the Company Net Working Capital Certificate and the Spreadsheet not later than 2 Business Days prior to the Closing Date.

• The Company shall prepare and deliver the Company Net Working Capital Certificate to Acquirer at or prior to the Closing.

• Acquirer shall have received each of the agreements, instruments and other documents set forth in Section 1.2(a)(ii); provided, however, that such receipt shall not be deemed to be an agreement by Acquirer that the amounts set forth on the Company Net Working Capital Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth in Section 1.2(a)(ii) is accurate and shall not diminish Acquirer’s remedies hereunder if any of the foregoing documents is not accurate.

• The Representative and Buyer shall instruct the Accounting Arbitrator to accept all items and amounts that are not subject to unresolved disputes in accordance with this Section ‎8.14 and to resolve only those items and amounts set forth in the Final Company Net Working Capital Certificate as to which the Representative has disagreed pursuant to a Disagreement Notice and the Representative and Buyer have not resolved their disagreement in accordance with this Section ‎8.14.

• If the Representative fails to deliver a Disagreement Notice by such time, the Representative shall be deemed to have accepted the amounts set forth in the Final Company Net Working Capital Certificate as delivered by Buyer.

• The Company Net Working Capital Certificate shall be accompanied by (i) Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Company Balance Sheet, (ii) an itemized list of each element of Company’s current assets and (iii) an itemized list of each element of Company’s current liabilities.

• The Company Net Working Capital Certificate shall be used to reduce the Merger Consideration payable at the Closing to the extent, if any, that the amount of Company Net Working Capital set forth therein shall be less than $346,000 (the "Working Capital Target", and the amount of such deficiency, if any, being referred to herein as the “Working Capital Shortfall”).

More Definitions of Company Net Working Capital Certificate

Company Net Working Capital Certificate has the meaning set forth in Section 1.8‎(g)(i) of this Agreement.

Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital. The Company Net Working Capital Certificate shall be accompanied by (i) the Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Company Balance Sheet, (ii) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) an itemized list of each element of the Company’s consolidated current assets, (iv) an itemized list of each element of the Company’s consolidated total current liabilities, and (v) an itemized list of each element of the Debt Amount.

Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) the Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Company Balance Sheet, (ii) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) an itemized list of each element of the Company’s consolidated current assets, and (iv) an itemized list of each element of the Company’s consolidated total current liabilities).