Net Working Capital Closing Statement definition

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

• The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date.

• The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection).

• If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c).

• If, within such thirty (30) day period, the Representative, on behalf of Transferors, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c).

• The Representative, on behalf of Transferors, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferors, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection).

• Subject to subsection (iii) below, three (3) Business Days prior to the Closing, SemStream shall deliver to NGL Subsidiary a good faith estimate of the Net Working Capital Closing Statement (“Estimated Net Working Capital”) as of the Calculation Date.

• 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.

• NGL Subsidiary shall, at the Closing, assume, agree to perform, and, when due, pay and discharge, all the Liabilities of SemStream to the extent attributable to the Business (including all Liabilities reflected on the Net Working Capital Closing Statement), other than the Excluded Liabilities (the “Assumed Liabilities”).

• SemStream shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement and related worksheet to provide written notice of its objection to the Net Working Capital Closing Statement or the related worksheet (which notice shall state the basis for SemStream’s objection).

• The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of SemStream as of the Calculation Date.