Preliminary Closing Date Working Capital definition

Preliminary Closing Date Working Capital is defined in Section 3.9(b)(ii).

Preliminary Closing Date Working Capital. Statement”) and an estimate of the Working Capital of the Acquired Business as of the close of business on the day immediately prior to the Closing Date. The Preliminary Closing Date Working Capital Statement shall be prepared in accordance with GAAP, applied on a basis consistent with the preparation of the Balance Sheet, and in accordance with the methodologies set forth in Section 2.6(a) of the Seller Disclosure Schedule.

Preliminary Closing Date Working Capital has the meaning set forth in Section 2.5(b)(iv).

Examples of Preliminary Closing Date Working Capital in a sentence

• In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”).

• In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”).

• The Preliminary Closing Date Working Capital Statement shall be prepared in accordance with Schedule 2.5 and in collaboration with the chief financial officer of Buyer, and shall represent a good faith estimate of the Sellers at the Closing.

• The Purchase Price payable at the Closing shall be adjusted at Closing, prior to any payment pursuant to Section 2.3(b), on a dollar-for-dollar basis (the “Initial Adjustment”) to the extent that the net working capital balance as of the Closing Date as shown on the Preliminary Closing Date Working Capital Statement is greater or less than the Target Amount.

• The Independent Accountants’ resolution of the disputes and its adjustments, if any, to the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or Tax Allocation shall be limited to the item(s) in dispute between Sellers’ Representative and Buyer and shall be conclusive and binding upon the parties.

• At or prior to the end of such thirty (30) day period, Sellers’ Representative shall either inform Buyer in writing that the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or the Tax Allocation is acceptable or object to either or both in writing, setting forth a specific description of Sellers’ Representative’s objection(s).

• If the Rio Tinto Parties do not deliver a Disagreement Notice to the Cloud Peak Parties within such 15-day period, the Rio Tinto Parties shall be deemed to have accepted the Closing Date Balance Sheet and the Preliminary Working Capital Adjustment, whereupon the Preliminary Closing Date Working Capital shall become the "Closing Date Working Capital".

• If Sellers’ Representative does not timely deliver a written objection to the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or the Tax Allocation, the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or the Tax Allocation, as applicable, shall be deemed to be accepted by Sellers’ Representative and shall be final and conclusive.

• The Independent Accountants shall be instructed to deliver no later than thirty (30) days after its engagement a written report setting forth its resolution of the disputed item(s) and any adjustments to the Preliminary Closing Date Working Capital Schedule, the Preliminary Closing Date CapEx Schedule and/or Tax Allocation resulting from such resolution.

• Within 10 Business Days after the Final Closing Date Working Capital has been determined pursuant to this Section 2.6, (i) Buyer shall pay to Seller the amount, if any, by which the Final Closing Date Working Capital is greater than the Preliminary Closing Date Working Capital, and (ii) Seller shall pay to Buyer the amount, if any, by which the Final Closing Date Working Capital is less than the Preliminary Closing Date Working Capital.