Preliminary Working Capital Statement definition

Preliminary Working Capital Statement has the meaning set forth in Section 2.04(a)(i).

Preliminary Working Capital Statement. As defined in Section 2.04(a).

Preliminary Working Capital Statement has the meaning set forth in the Asset Purchase Agreement.

Examples of Preliminary Working Capital Statement in a sentence

• The “Final Net Working Capital” shall be the Preliminary Net Working Capital shown on the Preliminary Working Capital Statement, as modified pursuant to this Section 3.4. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the calculation of the Final Net Working Capital be affected by any Purchaser purchase accounting adjustments for the transactions taking place on or after the Closing.

• If the Representative does not deliver a Working Capital Statement Objection to Parent within such period, then the Representative shall be deemed to have accepted the Preliminary Working Capital Statement.

• The determination of the Independent 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 Working Capital Statement, in the case of Purchaser, or in the notice described in the first sentence of this paragraph, in the case of Honeywell.

• If the Net Working Capital as reflected on the Final Working Capital Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Working Capital Statement than to the Net Working Capital as reflected on the Working Capital Statement Objection, the Representative (on behalf of the Company Holders) shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2.11(e)(ii).

• The estimate of Closing Date Working Capital set forth in the Preliminary Working Capital Statement shall be used as the Closing Date Working Capital for the purposes of calculating and paying the Total Merger Consideration at Closing, but shall be subject to adjustment following the Closing pursuant to this Section 3.2.

• If Parent delivers a written notice to the Representative in response to a Working Capital Statement Objection pursuant to Section 2.11(d), Parent and the Representative shall promptly attempt in good faith to resolve any dispute or disagreement relating to the Preliminary Working Capital Statement and the calculation of the Net Working Capital as of the Effective Time (the “Working Capital Statement Dispute”).

• If Honeywell and Purchaser resolve their differences with respect to the Preliminary Working Capital Statement within such fifteen (15) day period, then the Preliminary Working Capital Statement, with such modifications necessary to reflect such agreement of Honeywell and Purchaser, shall be conclusive and binding on the parties and shall be the Final Net Working Capital.

• If the Representative wishes to object to the content of the Preliminary Working Capital Statement, then the Representative shall inform Parent on or prior to the last day of such period by delivering a written notice to Parent (a “Working Capital Statement Objection”) setting forth a description of the basis of the Working Capital Statement Objection and the adjustments to the Net Working Capital that the Representative believes should be made.

• Working Capital shall mean current assets less current liabilities, subject to the adjustments set forth on Schedule 1.2. The Preliminary Working Capital Statement will be prepared on a basis consistent with the manner in which the Financial Statements were prepared.

• In resolving the Working Capital Statement Dispute, the CPA Firm (A) shall utilize the criteria set forth in Section 2.11(a) and (B) shall not assign a value to any item greater than the greatest value for such item claimed by any party, or less than the smallest value for such item claimed by any party, as set forth in the Preliminary Working Capital Statement or the Working Capital Statement Objection.

More Definitions of Preliminary Working Capital Statement

Preliminary Working Capital Statement means a net working capital statement including only those line items as set forth in Schedule 1.1(d) attached hereto, setting forth the calculation of the amount, if any, by which the Current Assets as of the opening of business on a date no later than five (5) Business Days prior to the Closing Date exceed the Current Liabilities as of the opening of business on a date no later than five (5) Business Days prior to the Closing Date prepared in accordance with the Accounting Principles, with the exception that inventory shall be stated on a gross cost basis, excluding any financial reserves, and to the extent such Current Assets and Current Liabilities exist with respect to the Business and should be accounted for as of the Closing Date in accordance with the Accounting Principles, with the exception that inventory shall be stated on a gross cost basis, excluding any financial reserves.

Preliminary Working Capital Statement has the meaning given in Clause 3;

Preliminary Working Capital Statement has the meaning ascribed thereto in Section 2.2(c) of this Agreement.

Preliminary Working Capital Statement means the calculation of Net Working Capital attached hereto as Exhibit D, including the illustrative calculation of Net Working Capital as of October 31, 2021 included therein (the “Illustrative NWC Calculation”).