Target Working Capital Statement definition

Target Working Capital Statement means the unaudited working capital statement of the Business set forth on ‎Section 3.05 of the Disclosure Schedule. NAI-1502820106v1

Target Working Capital Statement means the document attached hereto as Exhibit F.

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

Examples of Target Working Capital Statement in a sentence

• The Final Closing Statement will be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Target Working Capital Statement; provided that the "WC Adjustment Asset" identified in the Target Working Capital Statement will not be included in the preparation of the Final Closing Statement.

• The Completion Working Capital Statement will be prepared, and the Working Capital at the Completion Date must be calculated, using the following principles and practices applied in the following order of priority: a in accordance with the Accounting Policies and (to the extent not inconsistent) the Financial Statements; and b on a basis consistent with the preparation of, and in the same format as (including the same line items), the Target Working Capital Statement.

• Except as otherwise set forth in the Target Working Capital Statement, the Target Working Capital Statement was prepared using the same accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements.

• Each Final Working Capital Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Target Working Capital Statement.

• If the Purchaser does not so notify the Sellers of a dispute with respect to the Target Working Capital Statement or the Final Working Capital Statement within such 30-day period, such Target Working Capital Statement or Final Working Capital Statement will be final, conclusive and binding on the parties.

• A professional designer applying a mandatory methodologyA professional designer acting in a formal design organisation will use the mandatory design method, if any.

• The Final Working Capital Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Target Working Capital Statement.

• The Target Working Capital Statement included sums related to pre-paid insurance on behalf of GNLV and GNL.

• All determinations made by the Independent Accounting Firm, and the Target Working Capital Statement or the Final Working Capital Statement modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto.

• Attached hereto as Annexure A is the Target Working Capital Statement for the Target Entity.

More Definitions of Target Working Capital Statement

Target Working Capital Statement means a statement setting forth the Target Working Capital, the calculation of Target Working Capital, the unaudited balance sheet of the Business as of the end of each calendar month relevant to the calculation of Target Working Capital and the calculation of Adjusted Working Capital derived from each such balance sheet, all prepared in accordance with GAAP as adjusted, and in a manner consistent with, the policies and principles set forth on Exhibit A.

Target Working Capital Statement means the Target Working Capital Statement, as agreed or determined in accordance with Clause 4 and Part C of Schedule 3;

Target Working Capital Statement means the unaudited working capital statement of the Business set forth on ‎Section 3.05 of the Disclosure Schedule. -74- NAI-1502820106v1 “Tax” means all taxes and similar fees, levies or other assessments in the nature of a tax imposed by a Taxing Authority of any kind whatsoever in the nature of a tax, including income, gross receipts, excise, real and personal property, municipal, capital, sales, use, value added, goods and services, escheat, abandonment and unclaimed property, transfer, license, payroll and franchise taxes, and such term will include any interest, penalties or additions to tax attributable to such taxes, similar fees, levies or other assessments or to the failure to file any Tax Return. “Tax Claim” means any Action relating to Taxes by or before a Taxing Authority. “Tax Returns” means any return, report or information return filed or required to be filed with any Taxing Authority in connection with Taxes, and any amendment thereto. “Taxing Authority” means any Governmental Authority responsible for the administration or imposition of any Tax. “Toll Manufacturing Agreement” means a toll manufacturing agreement, dated as of the Closing Date, between Seller and the Company, substantially in the form set forth on Exhibit D. “Transaction Agreements” means, taken together, this Agreement, the Supply Agreement, the Toll Manufacturing Agreement, the Secondment Agreement and the Transition Services Agreement. “Transactions” means the transactions contemplated by the Transaction Agreements. “Wichita Real Estate Purchase Agreement” means that certain Real Estate Purchase Contract, dated June 2, 2017, between the Company and Sharpline Investing Company, LLC, a Kansas limited liability company.

Target Working Capital Statement has the meaning set forth in the definition of Current Assets.

Target Working Capital Statement means that document set out in Part A of Schedule 4 setting out the estimated Working Capital of the Business at the Completion Date ‘Tax’ includes any past, present or future form of tax, levy, impost, duty, rate, charge, fee, deduction or withholding imposed, assessed or levied by any Tax Agency, including any reassessments thereof, and any interest, penalties, fines, costs, charges, and other liabilities lawfully imposed by any Tax Agency arising from or payable in respect of such tax, and ‘Taxation’ shall have a corresponding meaning ‘Tax Agency’ means any governmental agency or other person, whether within New Zealand, Australia or not, and including the New Zealand Inland Revenue Department, Australian Tax Office, Customs Department or Accident Compensation Corporation (or any equivalent overseas body) that collects, imposes or otherwise administers Tax ‘Tax Claim’ includes any notice, demand, assessment, letter or other document issued, or action taken, by or on behalf of any Tax Agency as a result of which any Group Company may be placed under any or any increased liability for Tax or may be deprived of any Relief (whether or not within New Zealand) which might otherwise have been available to the Purchaser or the Group Company ‘Tax Indemnity’ means the indemnity set out in clause 11 ‘Tax Warranties’ means the warranties made by the Vendors in clause 18 of Schedule 1 and the term. ‘Tax Warranty’ has a corresponding meaning ‘Title and Authorisation Warranties’ means the warranties given by the Vendors in clauses 1.1, 1.2, 1.3a, 1.3c, 1.4, 2.1-2.6 (inclusive) and 2.8 of Schedule 1 ‘Unconditional Period’ means the period between the day after the date of satisfaction of the Conditions and the day before the Completion Date ‘Vendors’ means each of the Xxxxxxx Trust, the T&A Trust and the CW Trust, in the proportions set out in clause 18.1 and otherwise subject to the limitations set out in clauses 18.2 to 18.6 and each such person is a ‘Vendor‘ ‘Vendors’ Solicitor’ means Kensington Swan, Barristers & Solicitors, 00 Xxxxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, attention Xxxxx Xxxxx ‘Wallaces’ means Grant Lachlan Xxxxxxx, Xxxx Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx Xxxxxxx ‘Warranty’ means the warranties made by the Vendors in Schedule 1 and ‘Warranties’ has a corresponding meaning ‘Warranty Claim’ means any claim made by the Purchaser arising out of a breach of any Warranty