Estimated Closing Working Capital Statement definition

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

Estimated Closing Working Capital Statement. Section 2.04(a)(ii)

Estimated Closing Working Capital Statement shall have the meaning given in Section 4.2(a).

Examples of Estimated Closing Working Capital Statement in a sentence

• Notwithstanding anything to the contrary contained in this Agreement, and regardless of their being reflected on the Balance Sheet, intercompany obligations attributable to the Southern Business (if any) other than trade receivables and payables shall not be included in any of the Purchased Assets, Assumed Liabilities, Working Capital, Estimated Closing Working Capital Statement or Closing Working Capital Statement.

• The Estimated Closing Working Capital Statement shall be prepared in good faith in accordance with GAAP using the same accounting principles, methodologies, policies and practices used in the preparation of the Balance Sheet (including the Balance Sheet Principles) and shall be based upon Parent’s review of the financial information then available to it.

• The Buyer shall have received the Estimated Closing Working Capital Statement from the Company as required by Section 2.3(a).

• During such three-day period, Buyer shall review the Estimated Closing Working Capital Statement and related work papers and ask questions of the Seller Representative and the Company’s accountant during normal business hours regarding the same until the Parties mutually agree on the Estimated Closing Working Capital Statement.

• The Company shall give the Buyer timely reasonable access to all supporting records and work papers used in preparation of the Estimated Closing Working Capital Statement and Allocation Certificate, which, when in form and substance reasonably satisfactory to and approved by the Buyer, shall be used for purposes of the payments to be made at Closing, though remain subject to adjustment pursuant to Section 1.7(b) (Post-Closing True-Up).

More Definitions of Estimated Closing Working Capital Statement

Estimated Closing Working Capital Statement has the meaning given to such term in Section 2.06(a)(i) of this Agreement.

Estimated Closing Working Capital Statement has the meaning given in Section 1.7(b)(ii). “Estimated Company Debt” means the Company Debt estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, without giving effect to the consummation of the Transactions, as set forth in the Allocation Certificate. “Estimated Net Working Capital” means Net Working Capital estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as set forth in the Allocation Certificate. “Excess Cash” means the aggregate amount of cash and cash equivalents held by the Company and its Subsidiaries as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as determined in accordance with GAAP, which amount can be a positive or negative integer. For purposes of the foregoing, cash shall represent book cash and shall be net of all reconciling items, including outstanding checks, deposits in transit and other reconciling items. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exercise Price” means the sum of the aggregate exercise prices of In-the-Money Company Options 6

Estimated Closing Working Capital Statement setting forth a good faith estimate of the Working Capital of the Company as of the Closing Date (the “Estimated Closing Working Capital Amount”), which estimate shall be, in all cases, reasonably acceptable to Purchaser. The “Estimated Working Capital Adjustment” shall be: (i) if the Estimated Closing Working Capital Amount exceeds $1,600,000 (the “Upper Target Working Capital Amount”), an amount equal to (A) the Estimated Closing Working Capital Amount, minus (B) the Upper Target Working Capital Amount, or (ii) if the Estimated Working Capital Amount is less than $1,200,000 (the “Lower Target Working Capital Amount”), an amount equal to (X) the Estimated Closing Working Capital Amount, minus (Y) the Lower Target Working Capital Amount (which amount shall be a negative number). If the Estimated Closing Working Capital Amount is less than or equal to the Upper Target Working Capital Amount and greater than or equal to the Lower Target Working Capital Amount, then the Estimated Working Capital Adjustment shall be zero.

Estimated Closing Working Capital Statement shall have the meaning set forth in Section 1.8(a).

Estimated Closing Working Capital Statement. 2.3(a)(ii) “Final Allocation” 8.5(b) “Financial Statements” 3.5(a) “Firm” 6.9 “Half Rent Payment” 6.10(a) “Indemnified Party” 9.3(a) “Indemnifying Party” 9.3(a) “Independent Accountant” 2.3(c)(iii) “Insurance Policies” 3.15 “Insurance Policy” 3.15 “Leased Property” 3.9 “Losses” 9.1 “Non-Compete Period” 6.3

Estimated Closing Working Capital Statement along with reasonable documentation supporting the calculation of the estimated Closing Working Capital. The Estimated Closing Balance Sheet and Estimated Closing Working Capital Statement shall be prepared by Target in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Financial Statements (as defined in Section 5.5 below) as if such Estimated Closing Balance Sheet and Estimated Closing Working Capital Statement were being prepared as of a fiscal year end; provided, however, that in the event there is a conflict between U.S. GAAP and the classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Financial Statements, the classifications, judgments and valuation and estimation and accrual methodologies under U.S. GAAP shall be used in preparing the Estimated Closing Balance Sheet and Estimated Closing Working Capital Statement.

Estimated Closing Working Capital Statement along with reasonable documentation supporting the calculation of the estimated Closing Working Capital. The Estimated Closing Working Capital Statement shall be prepared by Sellers and the Company in accordance with Korean GAAP applied using the same Methodologies that were used in the preparation of the Company Financial Statements as if Estimated Closing Working Capital Statement were being prepared as of a fiscal year end; provided, however, that in the event there is a conflict between Korean GAAP and the Methodologies that were used in the preparation of the Company Financial Statements, the Methodologies under Korean GAAP shall be used in preparing the Estimated Closing Working Capital Statement.