Net Working Capital Certificate definition

Net Working Capital Certificate means a certificate executed by the Chief Executive Officer of the Company dated as of the Closing Date, certifying the amount of Net Working Capital.

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Net Working Capital Certificate has the meaning set forth in Section 2.7(c).

Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of Company, certifying the amount of Net Working Capital (including (a) an itemized list of Debt of Company with a description of the nature of such Debt and the Person to whom such indebtedness is owed, (b) an itemized list of each element of Company’s consolidated current assets, and (c) an itemized list of each element of Company’s consolidated current liabilities).

Examples of Net Working Capital Certificate in a sentence

The “Closing Net Working Capital Adjustment” shall mean the difference between the Preliminary Net Working Capital in the Preliminary Net Working Capital Certificate given pursuant to Section 1.2(c)(i) and the Target Net Working Capital (the “Adjustment Amount”).
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".
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 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.

More Definitions of Net Working Capital Certificate

Net Working Capital Certificate means a certificate delivered by an officer of the Company, certifying the Estimated Net Working Capital, Estimated Cash, Estimated Transaction Expenses and Estimated Debt as set forth on the Closing Statement, and the amount, if any, by which (a) Estimated Net Working Capital exceeds the Target Net Working Capital or (b) the Estimated Net Working Capital is less than the Target Net Working Capital.

Net Working Capital Certificate has the meaning set forth in Section 6.3(m).

Net Working Capital Certificate has the meaning set forth in Section 2.13(a).

Net Working Capital Certificate means a certificate executed by Company’s Chief Financial Officer certifying the amount of Net Working Capital as of the day immediately prior to the Closing Date (including (i) an itemized list of the current portion of all indebtedness of Company for money borrowed with a listing of the Person(s) to whom such indebtedness is owed, (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). Such certificate shall only include those accounts receivables and account payables in the Company accounting system or otherwise known by Company.

Net Working Capital Certificate shall have the meaning given to such term in Section 3.3.3.

Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company, dated as of the Closing Date, estimating the amount of Net Working Capital as of the close of business on the day immediately preceding the Closing Date (including (i) the Company’s balance sheet prepared on a consistent basis with the Financial Statements, (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 total current liabilities); provided, however, the Company providing the Net Working Capital Certificate shall in no way limit or impair the Stockholders’ Agent’s right to deliver an NWC and Cash Objection Certificate.

Net Working Capital Certificate means a certificate in form and substance reasonably satisfactory to the Parent, dated as of the Closing Date and duly executed and delivered by the Company, certifying that the Net Working Capital of the Company is at least $5,000,000.