Examples of Preliminary Adjusted Working Capital in a sentence
Any excess of the Target Working Capital over the Preliminary Adjusted Working Capital Amount, is herein referred to as the "Preliminary Deficiency"; and any excess of the Preliminary Adjusted Working Capital Amount over the Target Working Capital is herein referred to as the "Preliminary Surplus".
No adjustment will be made to the amount of the Purchase Price payable at the Closing if Preliminary Adjusted Working Capital, as reflected on the Preliminary Adjusted Working Capital Statement, is greater than the Minimum Adjusted Working Capital Target Amount.
No later than three Business Days prior to the Closing Date, Holdings shall have delivered to Acquisition the balance sheet as of the Preliminary Adjustment Date, the calculations of the Preliminary Adjusted Working Capital Amount and the officer's certificate described in Section 2.4(a).
The cash portion of the Purchase Price payable at the Closing pursuant to Section 2.3(a)(iii) will be decreased, Dollar‑for‑Dollar, if and to the extent that Preliminary Adjusted Working Capital, as reflected on the Preliminary Adjusted Working Capital Statement, is less than the Minimum Adjusted Working Capital Target Amount.
If the Adjusted Closing Working Capital (as adjusted, if necessary, to reflect the resolution of any disputed items pursuant to Section 9.1(c) is greater than the Preliminary Adjusted Working Capital Amount, then the Surviving Corporation shall pay the amount of the excess (the "Working Capital Surplus") to or for the benefit of the Stockholders, in accordance with the instructions of the Stockholder Representative.
The Preliminary Adjusted Working Capital Statement will be prepared by Company based upon the Interim Financial Statements and in accordance with GAAP, consistently applied, and on a basis consistent with, and subject to, the estimates, prorations, methods, principles, practices and policies employed in the preparation of Company’s calculation of Adjusted Working Capital as of May 31, 2013, a copy of which calculation is attached hereto as Schedule 2.5(a).