Estimated Net Working Capital Statement definition

Estimated Net Working Capital Statement has the meaning set forth in Section 2.3(a).

Estimated Net Working Capital Statement has the meaning given to it in Section 1.16(a).

Estimated Net Working Capital Statement means an estimated unaudited statement of Net Working Capital at the close of business on the Closing Date, prepared in accordance with GAAP.

Examples of Estimated Net Working Capital Statement in a sentence

• The Estimated Net Working Capital Statement, the Estimated Net Working Capital calculation and the Closing Amount calculation shall be subject to review by the Buyer prior to the Closing.

• In connection with the delivery of the Estimated Net Working Capital Statement, Sellers shall deliver to U.S. Buyer a certificate executed by the Chief Financial Officer, Chief Accounting Officer or Controller of Tronox Incorporated certifying that the Estimated Net Working Capital Statement was prepared and calculated in conformance with the Net Working Capital Guidelines.

• The Company shall, in accordance with Section 1.05, deliver the Estimated Net Working Capital Statement to Parent.

• Prior to the Closing Date, the Parent may, at its option, conduct a physical inventory of the Company and its Subsidiaries for purposes of reviewing the Estimated Net Working Capital Statement or the Net Working Capital Statement, or observe any physical inventory taken by the Company or the Equityholders’ Representative for purposes of preparing the Estimated Working Capital Statement or the Net Working Capital Statement.

• Parent shall be entitled to review, comment on and request reasonable changes to the Estimated Net Working Capital Statement and Estimated Net Working Capital Adjustment Statement, and the Company shall cooperate with Parent in connection therewith and consider Parent’s proposed changes to the Estimated Net Working Capital Statement and Estimated Net Working Capital Adjustment Statement in good faith.

More Definitions of Estimated Net Working Capital Statement

Estimated Net Working Capital Statement shall have the meaning set forth in Section 2.6(a).

Estimated Net Working Capital Statement means a written statement prepared by Seller, executed by an executive officer of Seller, and dated as of the Closing Date, in the form provided by Buyer to Seller prior to the Closing Date, and reasonably acceptable to Buyer: (a) stating Seller’s good faith estimate, as of immediately prior to the Closing Effective Time, of the Estimated Net Working Capital Amount; and (b) illustrating the calculation of the Estimated Net Working Capital Amount, including: (i) the amount of each line item component of the consolidated total current assets of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); (ii) the amount of each line item component of the consolidated total current liabilities of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); and (iii) the Estimated Net Working Capital Adjustment Amount.

Estimated Net Working Capital Statement setting forth each Acquired Company’s calculation of the estimated Net Working Capital of such Acquired Company as of the close of business on the day immediately preceding the Effective Date and the aggregate amount of such calculations (the “Estimated Effective Date Net Working Capital”) calculated, in each case, in good faith and in accordance with GAAP using the same methodologies, procedures and principles set forth on Exhibit B.

Estimated Net Working Capital Statement means the statement in the form set out in Schedule 7, setting out details and calculation of the Estimated Net Working Capital Amount and the Estimated Net Working Capital Difference, if any;

Estimated Net Working Capital Statement shall have the meaning set forth in Section 2.06(c)(i).

Estimated Net Working Capital Statement means the estimated working capital statement to be delivered to the Purchaser by the Vendors in accordance with Section 2.5(2) in a form attached as Section 1.1 of the Disclosure Letter.

Estimated Net Working Capital Statement has the meaning set out in the Assignment and Assumption Agreement;