Law360, New York ( September 16, 2015, 10:07 AM EDT) -- Buyers in mergers and acquisitions generally expect that a seller will deliver a minimum level of working capital at closing so that the target company will be able to operate post-closing without the buyer having to borrow or contribute additional capital to the business. As a result, substantially all purchase agreements contain a provision for a post-closing true-up of net working capital so as to reflect changes in current assets and current liabilities between the contract signing and closing date. As noted below, it is important for all parties and their counsel to be precise in the use of language and to avail themselves of accounting expertise when drafting, especially if the calculations and terms utilized are to have the meanings given to them under U.S. generally accepted accounting principles (GAAP), consistently applied, which is typical of such agreements....