Preliminary Net Working Capital Statement definition

Preliminary Net Working Capital Statement shall have the meaning set forth in Section 2.3(b)(i).

Preliminary Net Working Capital Statement has the meaning specified in Section 2.7(a).

Preliminary Net Working Capital Statement has the meaning set forth in Section 3.04(a). “Purchase Price” has the meaning set forth in Section 3.02. “Purchaser” has the meaning set forth in the preamble. “Purchaser Guarantor” has the meaning set forth in Section 7.01. “Purchaser Indemnified Parties” has the meaning set forth in Section 8.01(a). “Redemption” has the meaning set forth in the recitals. “Seller” has the meaning set forth in the preamble. 5 “Seller Indemnified Party” has the meaning set forth in Section 8.02(a). “Seller Note” has the meaning set forth in Section 3.02(b). “Service Providers” has the meaning set forth in Section 4.22(a). “Specified Indemnified Matters” means (a) claims relating to or arising out of the Excluded Business or (b) all Taxes (or the nonpayment thereof, including penalties) attributable to the operation of the Business on or prior to the Closing Date, (c) fraud of Seller with respect to a breach of a representation or warranty of Seller contained in this Agreement or (d) claims relating to or arising out an overhead rate audit for periods preceding the Closing where it is determined that costs were accounted for in a manner inconsistent with Cost Accounting Standards or Federal Acquisition Regulation. “Straddle Period” has the meaning set forth in Section 6.02(b). “Tail Policy” has the meaning set forth in Section 3.03(a)(ix). “Target Working Capital” has the meaning set forth in Section 3.04(d). “Tax(es)” means (a) any and all federal, state, local and foreign taxes (including income or profits taxes, premium taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, ad valorem taxes, severance taxes, capital levy taxes, transfer taxes, value added taxes, employment and payroll-related taxes, property taxes, unclaimed property tax, business license taxes, occupation taxes, import duties and other governmental charges and assessments), of any kind whatsoever, including interest, additions to tax and penalties with respect thereto, (b) liability for any such item described in clause (a) that is imposed by reason of U.S. Treasury Regulation section or similar provisions of law in China, and (c) liability for any such item described in clause (a) imposed on any transferee or indemnitor, by contract or otherwise. “Tax Contest” has the meaning set forth in Section 6.02(h). “Tax Proceeding” has the meaning set forth in Section 6.02(c). “Tax Refund” means any refund, rebate, abatement, reduction or other recovery (whether directly or indirectl...

Examples of Preliminary Net Working Capital Statement in a sentence

• The Purchaser and its represen- tatives, including the Purchaser's independent accountants, will be entitled to review all work papers, if any, of the Sellers and their representatives, including the Sellers' independent accountants, prepared in connection with the delivery of the Preliminary Net Working Capital Statement.

• At least five (5) business days prior to the Closing Date, the Sellers shall prepare and deliver to the Purchaser a statement of its reasonable, good faith estimate of the Net Working Capital (as hereinafter defined) (the "Preliminary Net Working Capital Statement").

• Such revised Preliminary Net Working Capital Statement will be final, conclusive and binding upon the Vendors and the Purchaser, and will not be subject to appeal, absent manifest error.

• If the Vendors’ Representative sends an Objections Statement as aforesaid, the Purchaser will revise the Preliminary Net Working Capital Statement to reflect the final resolution or final determination of such objections following such final resolution or determination.

• After delivery of the Preliminary Net Working Capital Statement, Purchaser will permit the Vendors’ Representative and his representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Preliminary Net Working Capital Statement, and will provide the Vendors’ Representative with copies thereof as reasonably requested by the Vendors’ Representative.

• If the Vendors’ Representative has any objections to the Preliminary Net Working Capital Statement, then the Vendors’ Representative will deliver to Purchaser a statement setting forth the Vendors’ Representative’s objections thereto (an “Objections Statement”).

• If an Objections Statement is not delivered to Buyer within 60 days after delivery of the Preliminary Net Working Capital Statement, the Preliminary Net Working Capital Statement shall be final, binding and non-appealable by the parties hereto.

• The Objections Statement must describe in reasonable detail the items contained in the Preliminary Net Working Capital Statement that the Vendors’ Representative dispute and the basis for any such disputes.

• The Accounting Firm shall make a determination on the disputes so submitted as well as such modifications, if any, to the Preliminary Net Working Capital Statement and the Final Net Working Capital to reflect such determination, and the same shall be conclusive and binding upon the Parties.

• The determination of the Accounting Firm for any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Preliminary Net Working Capital Statement, in the case of Seller, or in the notice described in the first sentence of this paragraph, in the case of Purchaser.

More Definitions of Preliminary Net Working Capital Statement

Preliminary Net Working Capital Statement means the statement of Net Working Capital attached as Part 1 of Schedule 3.4(a);