Closing Date Working Capital Statement definition

Closing Date Working Capital Statement has the meaning set forth in Section 2.3(b).

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Closing Date Working Capital Statement is defined in Section 2.6(a)

Closing Date Working Capital Statement means F5 Finishes’ statement showing its determination of the Company’s Closing Date Working Capital.

Examples of Closing Date Working Capital Statement in a sentence

The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied.
During such period, Seller will provide Purchaser and its representatives with access to all records necessary to prepare the Closing Date Working Capital Statement and the computations therein retained by Seller, if any.
If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”).
If no Dispute Notice is received by Seller prior to the last day of the Review Period, the Closing Date Working Capital Statement shall be deemed accepted by Acquiror, whereupon (i) the Closing Net Working Capital reflected on the Closing Date Working Capital Statement shall be final, conclusive and binding on the Parties and shall be deemed the “Final Net Working Capital” and (ii) Acquiror or Seller, as the case may be, will pay to the other Party the amount owing in accordance with Section 2.6(e).
The Auditor shall determine, based solely on presentations by Seller and Acquiror, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to Seller and Acquiror (the “Adjustment Report”) in which the Auditor shall determine what adjustments, if any, should be made to the Closing Date Working Capital Statement solely as to the disputed items and shall determine the appropriate Final Net Working Capital on that basis.

More Definitions of Closing Date Working Capital Statement

Closing Date Working Capital Statement means the working capital statement that sets forth the Current Assets and Current Liabilities of ▇▇▇ ▇▇▇▇▇▇▇▇ and the Transferred Subsidiaries as of immediately prior to the open of business on the Closing Date, prepared, or caused to be prepared, by Buyer in accordance with Section 2.6 hereof and, in the event of an Objection, as adjusted by either the agreement of Visant, on the one hand, and Buyer, on the other hand, or by the Accounting Firm, acting pursuant to Section 2.6(b).

Closing Date Working Capital Statement setting forth Purchaser’s computation of the Net Working Capital of Seller as of the Closing Date (the “Closing Date Working Capital”). During such period, Seller will provide Purchaser and its representatives with access to all records necessary to prepare the Closing Date Working Capital Statement and the computations therein retained by Seller, if any.

Closing Date Working Capital Statement setting forth a calculation of the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (the “Closing Net Working Capital”), which Closing Date Working Capital Statement shall be prepared in accordance with the Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Date Working Capital Statement and will provide Seller and its Representatives access to all information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall permit reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the preparation of the Closing Date Working Capital Statement and the Closing Net Working Capital. The Closing Date Working Capital Statement shall be prepared in good faith and, in respect of the Closing Net Working Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to review the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall be permitted reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the analysis of the Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”). The Dispute Notice shall set forth Acquiror’s position as to the proper Closing Net Working Capital. Any items not set forth on the Dispute Notice sh...

Closing Date Working Capital Statement means a statement which sets forth the Closing Date Working Capital Amount and the manner by which it was calculated.

Closing Date Working Capital Statement means Buyer’s statement showing its determination of the Company’s Closing Date Work Capital.

Closing Date Working Capital Statement. 2.07(c) “Coated Converting Agreement” 5.21 “Confidentiality Agreement” 5.03(b) “Continuation Report” 5.20(c) “Controlling Party” 8.08(c) “Employee Amounts” 6.05 “Enterprise Zone Agreement” 3.22 “ERISA” 3.19(a)

Closing Date Working Capital Statement shall have the meaning ascribed thereto in paragraph 2.3(c) of this Agreement.

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