Net Working Capital Closing Statement has the meaning set forth in Section 2.2(b).

Net Working Capital Closing Statement setting forth the Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Final Working Capital”), consistent with and prepared in accordance with the principles set forth on Schedule 1.7(c), it being agreed and understood that sales and use taxes exposure estimates, based on the laws of each state in which the Company has nexus, shall be accrued (to the extent required by GAAP) or paid, including estimated legal and accounting fees related to the submission of voluntary disclosure agreements. If accrued in accordance with GAAP and not paid, such accrued sales and use taxes exposure shall be included as current liabilities for purposes of calculating net working capital (“Net Working Capital”). If Parent does not deliver a Net Working Capital Closing Statement to the Securityholder Representative within such ninety (90) day period, the Estimated Working Capital set forth in the Estimated Working Capital Statement will be the Final Working Capital and will be final, conclusive and binding on the parties.

Net Working Capital Closing Statement has the meaning set forth in Section 2.2(b). “NGL” has the meaning set forth in the Preamble.

Examples of Net Working Capital Closing Statement in a sentence

If Parent does not deliver a Net Working Capital Closing Statement to the Securityholder Representative within such ninety (90) day period, the Estimated Working Capital set forth in the Estimated Working Capital Statement will be the Final Working Capital and will be final, conclusive and binding on the parties.
Within forty-five (45) days following receipt by the Securityholder Representative of the Net Working Capital Closing Statement, the Securityholder Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Net Working Capital Closing Statement (“ Closing Statement Dispute Notice ”).
If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parentwithin such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.
If the Securityholder Representative does not deliver a Closing Statement Dispute Notice to Parent 5 F or p er so na l u se o nl y within such forty-five (45)-day period, the Final Working Capital set forth in the Net Working Capital Closing Statement will be final, conclusive and binding on the parties.

Related to Net Working Capital Closing Statement

Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Statement has the meaning set forth in Section 2.4(a).
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Target Working Capital has the meaning set forth in Section 2.06(a)(ii).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Working Capital Statement has the meaning set forth in Section 2.3(a).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Target Working Capital Amount means $162,000,000.
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Base Working Capital means $25,000,000.

Net Working Capital Closing Statement definition

Filter & Search

Related Definitions

Related to Net Working Capital Closing Statement