Preliminary Working Capital Schedule definition

Preliminary Working Capital Schedule is defined in Section 2.3(B)(1).

Preliminary Working Capital Schedule means a statement of Net Working Capital prepared by Buyer and delivered to the Sellers’ Representative pursuant to Section 2.8.

Preliminary Working Capital Schedule. Preliminary Working Capital Schedule" shall have the meaning as set forth Section 2.2(b)(i).

Examples of Preliminary Working Capital Schedule in a sentence

• The information sheet will provide information about the premises as well as a note that there is residential development adjoining the property and that boarders need to take the neighbours’ interests into account when leaving and entering.

• Holdco shall have thirty (30) days following receipt of the Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute.

• If the Purchaser and Holdco are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and Holdco shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Arbitrator.

• The Purchasers shall permit the Companies and the Member and their representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Preliminary Working Capital Schedule.

• The Preliminary Working Capital Schedule shall be prepared in good faith in accordance with GAAP, except as otherwise provided in the definition of Net Working Capital.

• Any increase or decrease in the Purchase Price pursuant to this Section 2.8 shall be referred to as a “Purchase Price Adjustment.” (b) Within forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement (the “Preliminary Closing Statement”), which sets forth (i) Buyer’s calculation of the Closing Date Cash, and (ii) the Preliminary Working Capital Schedule, including Buyer’s calculation of Net Working Capital.

• If Holdco prepares the Preliminary Working Capital Schedule 14in accordance with the immediately preceding sentence, then, with respect to such Preliminary Working Capital Schedule, all references inSection 3.7(a) through Section 3.7(d) to Holdco and the Purchaser (or the Company), respectively, shall be read as references to the Purchaser (or the Company) and Holdco, respectively.

• The Preliminary Working Capital Schedule shall be determined and calculated in accordance with this Agreement and Working Capital Guidelines.

• If the Purchasers and the Companies are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen(15) days (or such longer period as the Purchasers and the Companies shall agree in writing) of notice of a dispute, the Parties shall engage an independent accounting firm mutually agreeable to the Parties (the “ Arbitrator”) to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the Parties.

• If the Companies do not notify the Purchasers of any dispute within such twenty (20) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule.

More Definitions of Preliminary Working Capital Schedule

Preliminary Working Capital Schedule means the draft schedule of the Net Working Capital as of the Closing Date, which shall be in the same format as the Estimated Working Capital Schedule and shall include a calculation of each of the Net Working Capital and the Working Capital Deficit or Working Capital Surplus, if any, and which shall include a schedule setting forth (a) the name of each third party to whom a liability or obligation of Seller is owed and (b) the amount so owed, in any case, that are proposed to be included in the Net Working Capital.

Preliminary Working Capital Schedule setting forth Buyer’s calculation of (a) Closing Working Capital, (b) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (c) Closing Date Cash, (d) Closing Date Indebtedness, (e) the aggregate amount of the Transaction Expenses, and (f) the Post-Closing Adjustment, and containing an unaudited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated in this Agreement), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of Buyer’s Chief Financial Officer that the Closing Working Capital Statement was prepared in accordance with the Working Capital Guidelines.

Preliminary Working Capital Schedule has the meaning set forth in Section 2.1.3. "Purchase Price" has the meaning set forth in Section 2.1.2. "Reasonable efforts" means commercially reasonable efforts. "Related Company Employees" has the meaning set forth in Section 5.8.1.

Preliminary Working Capital Schedule means a statement of Net Working Capital prepared by Buyer and delivered to the Sellers’ Representative pursuant to S ection 2.8.