Estimated Closing Date Net Working Capital Statement definition

Estimated Closing Date Net Working Capital Statement means an estimated net working capital statement that sets forth an estimate of the Current Assets and Current Liabilities as of the Closing, prepared by Seller Parent in accordance with Section 3.3.

Estimated Closing Date Net Working Capital Statement has the meaning set forth in Section 1.5(a).

Examples of Estimated Closing Date Net Working Capital Statement in a sentence

• In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Statement, the Closing Date Balance Sheet, and the Closing Date Net Working Capital Statement.

• If the Purchaser has any disagreement with the Estimated Closing Date Balance Sheet or Estimated Closing Date Net Working Capital Statement, the Purchaser shall promptly notify the Seller of any such disagreement and the Seller and the Purchaser shall use good faith efforts to resolve any such disagreement within three Business Days of the Purchaser so notifying the Seller.

• For clarity, except for intentional fraud committed by one of the parties hereto, the process set forth in this Section 1.5 shall be the exclusive remedy of Parent and the Securityholders’ Representative for disputes related to the Estimated Closing Date Net Working Capital Statement, Closing Date Balance Sheet, Closing Date Working Capital Statement, Closing Date Net Working Capital Dispute Notice and any amounts set forth therein.

• At least three (3) Business Days before the Closing, the Company shall prepare in good faith and deliver to Parent an Estimated Closing Date Net Working Capital Statement and a statement setting forth the Closing Adjustment, together with QB\136339.00047\18274478.12 supported documentation for such estimates and any additional information reasonably requested by Xxxxxx.

• To the extent not set forth in the Closing Date Net Working Capital Statement, Parent shall be deemed to have accepted and agreed with the Company’s calculations of all other items and amounts contained in the Estimated Closing Date Net Working Capital Statement.

• The “Estimated Closing Date Net Working Capital” shall mean the Closing Date Net Working Capital set forth in the Estimated Closing Date Net Working Capital Statement.

• JUSI and Parent shall (and Parent shall cause the Surviving Corporation to) take such actions as are necessary to cause the Auditor’s examination of the Estimated Closing Date Net Working Capital Statement to be performed expeditiously.

• The Estimated Closing Date Net Working Capital Statement shall be prepared by JUSI in accordance with the Accounting Principles and shall include only those categories of assets and liabilities and line items included in, and be in a form consistent with, the April 2, 2005 Net Working Capital Statement.

• JUSI shall have no obligation to fund checks which are presented for payment on and after the Closing Date, provided that there is an accrual included in the Estimated Closing Date Net Working Capital Statement therefor.

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