Proposed Closing Date Statement of Net Working Capital has the meaning set forth in Section 2.3.3.1.

Examples of Proposed Closing Date Statement of Net Working Capital in a sentence

The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.
If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expiration of the Review Period, the parties hereto agree that (A) the Proposed Closing Date Statement of Net Working Capital shall be deemed to set forth the Net Working Capital as of the close of business on the Closing Date, and (B) the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price.
The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Funded Indebtedness, the Proposed Seller Expenses, the Proposed Preferred Stock Warrant Consideration, the Proposed Closing Date Incentive Bonus Plan Payments, the Proposed Other Adjustment and the Proposed Preferred Purchase Price Calculation shall collectively be referred to herein from time to time as the "Proposed Closing Date Calculations".
The Proposed Closing Date Statement of Net Working Capital, the Proposed Cash and Cash Equivalents, the Proposed Closing Date Funded Indebtedness, the Proposed Option Payments and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the "Proposed Closing Date Calculations".
The scope of the disputes to be resolved by the Valuation Firm is limited to only such items included in the Proposed Closing Date Calculations that the Representative has disputed in the Purchase Price Dispute Notice based upon mathematical errors in the Proposed Closing Date Calculations or based upon the Proposed Closing Date Statement of Net Working Capital or the Proposed Purchase Price Calculation not being calculated in accordance with this Section 2.10.
The Proposed Closing Date Statement of Net Working Capital, the Proposed Funded Indebtedness Calculation, the Proposed Seller Expenses Calculation and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”.
The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Group Companies in accordance with the definitions as provided in this Agreement, the Accounting Principles and the Net Working Capital Example.

Related to Proposed Closing Date Statement of Net Working Capital

Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Date Term Loan has the meaning set forth in Section 2.4(a).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Working Capital Statement has the meaning set forth in Section 2.04.
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
Closing Date Cash has the meaning specified in Section 3.4(a).
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Target Working Capital means $0.
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Target Net Working Capital means $0.
Target Net Working Capital Amount means $5,000,000.
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.
Working Capital Statement has the meaning set forth in Section 2.3(a).

Proposed Closing Date Statement of Net Working Capital definition

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