Statement of Closing Working Capital definition

Statement of Closing Working Capital has the meaning set forth in Section 3.3(a).

Statement of Closing Working Capital means a statement setting forth the Closing Working Capital as set forth in Section 1.6(a).

Statement of Closing Working Capital has the meaning set forth in Section 2.4(a).

Examples of Statement of Closing Working Capital in a sentence

• No advance Purchase Price liability resulting from the Interim Funding or any accrued interest thereon shall be included on the Closing Statement of Closing Working Capital.

• All Excluded Assets shall be excluded from the Closing Statement of Closing Working Capital.

• All inventory of the ENI Business shown on the Statement of Closing Working Capital (net of any applicable reserves shown thereon) has been priced at the lower of cost (determined on a first-in first-out basis) or market.

• All accounts receivable of the ENI Business reflected on the Statement of Closing Working Capital are valid receivables subject to no setoffs or counterclaims and are current and collectible, net of the applicable reserve for bad debts shown on the Statement of Closing Working Capital.

• All inventory of the ENI Business, as reflected on the Statement of Closing Working Capital (net of any applicable reserve shown thereon), consists of a quality usable and saleable in the Ordinary Course of Business.

• Notwithstanding any provision of the Agreement to the contrary (except as provided in Section c below), the parties hereto agree and acknowledge that the Closing Balance Sheet and the Closing Statement of Closing Working Capital shall not reflect any Tax assets or Tax liabilities (to the extent a Seller or its Affiliate has indemnified or is obligated to indemnify the Purchasers or their Affiliates therefor), in each case, whether current, deferred or otherwise.

• The Company shall file such Tax Returns at the time the Statement of Closing Working Capital becomes final.

• The Independent Accountant shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains, as applicable, a final Statement of Closing Working Capital, a final Statement of Closing Cash on Hand, a final Statement of Closing Indebtedness, and/or a final Statement of Transaction Expenses.

• The Accounting Firm shall issue a detailed written report that sets forth the resolution of all items in dispute and that contains, as applicable, a final Statement of Closing Working Capital, a final Statement of Closing Cash on Hand, a final Statement of Closing Indebtedness and/or a final Statement of Transaction Expenses.

• The Statement of Closing Working Capital shall be based upon the books and records of the Company and its Subsidiaries and shall be prepared in accordance with the definitions of Working Capital and Closing Working Capital set forth in ARTICLE I and in accordance with the methodology used in the calculation of the Estimated Closing Working Capital.

More Definitions of Statement of Closing Working Capital

Statement of Closing Working Capital means the calculation of Mexgold’s Working Capital (on a consolidated basis) as of the Closing Date based on the Closing Date Financial Statements;

Statement of Closing Working Capital means a schedule setting forth the amount of (i) the Purchased Assets that are Current Assets, (ii) the Assumed Liabilities that are Current Liabilities and (iii) the Closing Working Capital, in all cases prepared in accordance with GAAP, as of the Closing, as shown, and except as specifically adjusted for, in the sample Statement of Closing Working Capital as set forth in Appendix B.