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 set forth in Section 1.5(b).

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

Examples of Preliminary Net Working Capital Statement in a sentence

• Exhibitors must notify Sponsor in writing before March 15, 2023 of its intent to use the services of contractors other than those selected by Sponsor.

• If the Member Representative has any objections to the Preliminary Net Working Capital Statement, the Member Representative shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”).

• During such period, Purchaser shall provide Seller with reasonable access to the books and records of Purchaser which are reasonably related to the Preliminary Net Working Capital Statement or Updated Working Capital Statement, as applicable.

• If an Objections Statement is not delivered to Buyer within 30 days after delivery of the Preliminary Net Working Capital Statement, the Preliminary Net Working Capital Statement shall be final, binding and nonappealable by the parties hereto.

• The Preliminary Net Working Capital Statement shall be revised as necessary to reflect the decision of the Independent Accounting Firm, and the other modifications thereto previously agreed by Purchaser and Seller (the Preliminary Net Working Capital Statement, as so adjusted, being referred to herein as the “Final Closing Date Net Working Capital Statement,” and the Updated Working Capital Statement, as so adjusted, being referred to herein as the “Final Updated 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").

• If the Sellers have any objections to the Preliminary Net Working Capital Statement, the Sellers shall deliver to Buyer a statement setting forth their objections thereto (an “Objections Statement”).

• The Sellers and their accountants may make reasonable inquires of Buyer, the Company and their respective accountants regarding questions concerning, or disagreements with, the Preliminary Net Working Capital Statement arising in the course of its review thereof, and Buyer shall use its, and shall cause the Company to use its, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such reasonable inquiries.

• After delivery of the Preliminary Net Working Capital Statement, Buyer shall give the Sellers and its accountants reasonable access to review the Company’s and its Subsidiaries’ books and records and work papers related to the preparation of the Preliminary Net Working Capital Statement.

• After delivery of the Preliminary Net Working Capital Statement, the Member Representative and its accountants shall be permitted full access to review Zonecare’s books and records and work papers related to the preparation of the Preliminary Net Working Capital Statement.

More Definitions of Preliminary Net Working Capital Statement

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...