Preliminary Closing Working Capital definition

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 attributed to that term in Section 2.4(1).

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

• 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 Final Closing Working Capital is greater than the Preliminary Closing Working Capital, then the “ Working Capital Increase” shall be the positive difference between the Final Closing Working Capital and the Preliminary Closing Working Capital.

• If the Preliminary Closing Working Capital is greater than the Estimated Closing Working Capital, then the “ Preliminary Working Capital Increase” shall be the positive difference between the Preliminary Closing Working Capital and the Estimated Closing Working Capital.

• The Closing Balance Sheet delivered pursuant to Section 1.6(b) shall be accompanied by (i) all relevant backup materials and schedules, in detail reasonably acceptable to the Seller, and (ii) a statement setting forth the amount, if any, by which the Closing Working Capital is greater than, or less than, the Preliminary Closing Working Capital.

• If the Preliminary Closing Working Capital is greater than the Estimated Closing Working Capital, then the “ Preliminary WorkingCapital Increase ” shall be the positive difference between the Preliminary Closing Working Capital and the Estimated Closing Working Capital.

• If the Final Closing Working Capital is greater than the Preliminary Closing Working Capital, then the “ Working Capital Increase ” shall be the positive difference between the Final Closing Working Capital and the Preliminary Closing Working Capital.

More Definitions of Preliminary Closing Working Capital

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).