Preliminary Closing Working Capital definition

Preliminary Closing Working Capital has the meaning attributed to that term in Section 2.4(1).

Preliminary Closing Working Capital means the Closing Working Capital estimated by the Parties for purposes of the Closing, which amount is Seven Hundred Seven Thousand Six Hundred Twenty-Two Dollars ($707,622.00).

Preliminary Closing Working Capital means the Working Capital of the Division as of the Closing Date as calculated and delivered pursuant to Section 2(d)(ii)(A).

Examples of Preliminary Closing Working Capital in a sentence

• Notwithstanding the foregoing, in no event shall the Closing Date be postponed pursuant to this Section 3.3(a) if either party is willing temporarily to waive (pending and subject to the determination of the Closing Balance Sheet) its objection to the statement of the Preliminary Closing Working Capital.

• If the Preliminary Closing Working Capital exceeds the Estimated Closing Working Capital, the Cash Consideration shall be increased by the amount of such excess and Buyer will pay to Seller an amount equal to such excess.

• The Purchase Price is to be adjusted by the amount by which the Closing Working Capital, Closing Indebtedness, and Closing Cash and Cash Equivalents is greater than, or is less than, as the case may be, the Preliminary Closing Working Capital, Preliminary Closing Indebtedness, and Preliminary Closing Cash and Cash Equivalents, respectively.

• If the parties cannot timely agree on the statement of Preliminary Closing Working Capital, the statement shall be submitted to the Independent Accountant, who shall be jointly retained by the parties, for the purpose of determining the Preliminary Closing Working Capital as soon as reasonably possible and the Closing Date shall be postponed, if necessary, pending such determination.

• Without limiting the foregoing, information may be requested under this paragraph for financial reporting and accounting matters, for purposes of preparation of the Preliminary Closing Working Capital Statement and resolving any differences with respect thereto, and for purposes of preparing and filing any tax returns or defending any tax claim or assessment.

• If the Preliminary Closing Working Capital is less than $9,947,000, the purchase price set forth in Section 3.1 shall be decreased by an amount equal to such shortfall.

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• If the Estimated Closing Working Capital exceeds the Preliminary Closing Working Capital, the Cash Consideration shall be reduced by the amount of such excess and Seller will pay to Buyer an amount equal to such excess.

• If the Final Closing Working Capital exceeds the Preliminary Closing Working Capital, the Cash Consideration shall be increased by the amount of such excess and Buyer will pay to Seller an amount equal to such excess.

• If the Preliminary Closing Working Capital exceeds the Final Closing Working Capital, the Cash Consideration shall be reduced by the amount of such excess and Seller will pay to Buyer an amount equal to such excess.

More Definitions of Preliminary Closing Working Capital

Preliminary Closing Working Capital means the Closing Working Capital estimated by the Parties based on the Most Recent Balance Sheet for purposes of the Closing, which amount is Forty Thousand Seven Hundred One Dollars ($40,701.00).

Preliminary Closing Working Capital has the meaning specified in Section 3.3(a).

Preliminary Closing Working Capital shall be determined based upon the Closing Working Capital, as so agreed by Buyer and Seller.

Preliminary Closing Working Capital shall be determined based upon: (1) Seller’s good faith best estimate of Closing Working Capital, as set forth in Seller’s Closing Working Capital Statement, in respect of each item and amount that is not disputed by Buyer in a Pre-Closing Notice of Dispute delivered by Buyer pursuant to Section 4.2(a)(iii) hereof, (2) the agreement of Buyer and Seller in respect of any disputed items or amounts, as set forth in the memorandum delivered by Buyer and Seller pursuant to clause (A) of Section 4.2(a)(iv) hereof, in respect of each item and amount that is agreed upon by Buyer and Seller prior to the Closing following Buyer’s valid delivery of a Pre-Closing Notice of Dispute pursuant to Section 4.2(a)(iii) hereof; and (3) Buyer’s good faith best estimate of Closing Working Capital, as set forth in a Pre-Closing Notice of Dispute delivered by Buyer pursuant to Section 4.2(a)(iii), in respect of all items and amounts set forth in Seller’s Closing Working Capital Statement that are not agreed upon by Buyer and Seller prior to the Closing following Buyer’s valid delivery of a Pre-Closing Notice of Dispute pursuant to Section 4.2(a)(iii) hereof.

Preliminary Closing Working Capital shall have the meaning set forth in Section 1.6(a).