Statement of Closing Net Working Capital definition

Statement of Closing Net Working Capital has the meaning set forth in Section 3.2(a).

Statement of Closing Net Working Capital as of the Closing Date and a copy of all work papers relating to the preparation of the Statement of Closing Net Working Capital in a manner consistent with Schedule 1.1, including the sample balance sheet attached thereto. The Statement of Closing Net Working Capital shall be based upon the books and records of the Seller Group and the Business. The Buyer, and any accountants or advisors retained by Buyer, shall be permitted access to the books and records of Seller and to the personnel familiar with the preparation of the Preliminary Statement for the purposes of preparing the Statement of Closing Net Working Capital, in each case during normal business hours with reasonable advance notice. The Seller, and any accountants or advisors retained by Seller, shall be permitted access to the books and records of Buyer and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital, in each case during normal business hours with reasonable advance notice. The Parties agree that the sole purpose of preparing the Statement of Closing Net Working Capital and the related purchase price adjustment contemplated by this Section 3.2 is to measure the changes in Net Working Capital, and such processes are not intended to permit the introduction of judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are inconsistent with the methodology and the Closing Net Working Capital example set forth on Schedule 1.1.

Statement of Closing Net Working Capital. Buyer shall permit Seller and its accountants to review promptly upon request all records necessary for the preparation by Buyer of such Statement of Closing Net Working Capital and the computation of Closing Net Working Capital and to take copies of the same.

Examples of Statement of Closing Net Working Capital in a sentence

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP.

• The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital.

• Parent and the Representative shall, and Parent shall cause the Surviving Corporation to, cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable.

• The Proposed Statement shall be prepared from the Records of the Sellers and, with respect to the Proposed Statement of Closing Net Working Capital, in a manner consistent with Schedule 1.01(a).

• The Stockholders’ Representative, and any accountants or advisors retained by the Stockholders’ Representative, shall be permitted reasonable access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purpose of reviewing the Statement of Closing Net Working Capital.

• To the extent permitted by applicable Law, the Company and its Subsidiaries shall compute the amount of Taxes that are due and payable between the date of this Agreement and the Closing Date (including, without limitation, estimated Taxes for federal and state income Taxes) making the same assumptions used for purposes of preparing the Statement of Closing Net Working Capital and Statement of Estimated Closing Net Working Capital.

• Notwithstanding the foregoing, the Purchaser may assign this Agreement to an Affiliate provided no such assignment shall relieve Purchaser of its obligations hereunder.

• The Statement of Closing Net Working Capital and Statement of Cash on Hand are collectively referred to herein as the “Statements.” The Statement of Closing Net Working Capital shall be based upon the books and records of the Acquired Companies and shall be prepared in accordance with the definition of Closing Net Working Capital set forth in Article I above.

• The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and its Subsidiaries and shall be prepared in accordance with the principles, policies, estimates and procedures set forth on Schedule 2.09 of the Company Disclosure Schedules.

• The Parties shall comply with the procedures set forth in Section 2.6 with respect to the review and potential adjustment of the Statement of Closing Net Working Capital.