Preliminary Working Capital Schedule definition

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

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

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.

Examples of Preliminary Working Capital Schedule in a sentence

• 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.

• If the Shareholder fails to notify the Purchaser of any such dispute within such thirty (30) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule, and any items or components of the Preliminary Working Capital Schedule with respect to which the Shareholder does not deliver a Dispute Notice within such 30-day period shall be deemed accepted and agreed to by the Shareholder, and shall be final and binding on the parties to this Agreement.

• Seller's Auditors shall give any comments or objections they have with respect to the draft of the Preliminary Working Capital Schedule to Buyer and Buyer's Auditors.

• Seller shall give any comments or objections they have with respect or objections they have with respect to the draft of the Preliminary Working Capital Schedule to Buyer.

• Such revised Preliminary Working Capital Schedule shall be the Final Working Capital Schedule.

• The portion of such Taxes applicable to the period prior to the Closing Date shall be included as accrued liabilities of the Business for purposes of determining the Net Working Capital on the Preliminary Working Capital Schedule and the Final Working Capital Schedule and to the extent so included shall be paid when due by Buyer.

• The Key Seller shall consult with Buyer in the preparation of the Preliminary Working Capital Schedule, the Other Closing Deductions and the estimated amount of the Closing Date Cash.

• All accounts payable of Sellers, as set forth on the Current Balance Sheet and all subsequent balance sheets and schedules, including the Preliminary Working Capital Schedule and Sellers’ Working Capital Schedule, are or will be valid and genuine and have arisen or will arise solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of the Business consistent with past practice.

• In connection with Holdco’s review of the Preliminary Working Capital Schedule, the Purchaser will provide Holdco and its representatives, advisors and accountants with reasonable access to appropriate personnel (including the Finance Employees) books, records, documents and other information of the Company.

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

More Definitions of Preliminary Working Capital Schedule

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

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.