Closing Date Working Capital. (a) if the Actual Closing Date Working Capital is greater than (for greater clarity, is more positive (or less negative) than) the Estimated Closing Date Working Capital, increased by an amount equal to the difference between the Actual Closing Date Working Capital and the Estimated Closing Date Working Capital;
Closing Date Working Capital. If Seller notifies Purchaser in writing within ten (10) business days after receipt of the Closing Date Balance Sheet that Seller disagrees with the determination of the Closing Date Net Working Capital as shown on the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (and Minimum Closing Date Accounts Receivable, Minimum Closing Date Inventory and Maximum Current Liabilities) and that such dispute would result in an adjustment to the Closing Date Net Working Capital reflected on the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement of at least Fifty Thousand Dollars ($50,000.00), and such notice states with reasonable specificity the basis for such disagreement, Seller and Purchaser shall attempt in good faith to resolve such dispute as soon as possible. If the parties are unable to resolve such dispute within thirty (30) days after Purchaser’s receipt of such notice, Seller and Purchaser shall as soon as reasonably practicable thereafter jointly submit such dispute for arbitration to an independent certified public accounting firm mutually acceptable to Seller and Purchaser or, if the parties cannot agree on such an arbitrating accounting firm, the Arbitrating Accounting Firm for the purpose of resolving the dispute set forth in such notice. The review performed by the Arbitrating Accounting Firm shall be limited to the issues identified in the notice, which issues shall only relate to whether the Closing Date Net Working Capital (and Minimum Closing Date Accounts Receivable, Minimum Closing Date Inventory and Maximum Closing Date Current Liabilities), as shown on the Closing Date Balance Sheet and Closing Date Net Working Capital Statement, have been calculated correctly based on a consistent application of the accounting principles employed by the Company in the preparation of the 12/31 Balance Sheet, the 12/31 Net Working Capital Statement and the Estimated Closing Date Balance Sheet. The Arbitrating Accounting Firm shall review and decide the issue or issues that are the subject of such dispute as specified in such notice within thirty (30) days after such submission. The decision of the Arbitrating Accounting Firm shall be set forth in writing and delivered to Seller and Purchaser. The decision of the Arbitrating Accounting Firm shall be final and binding on Seller and Purchaser, and the Closing Date Net Working Capital reflected on the Closing Date Balance Sheet and Closing Date Net Working Ca...
Closing Date Working Capital. In addition to the Estimated 2019 Tax Payment Amount, the Company shall maintain at Closing an aggregate of not less than $175,000 of working capital, consisting of total balance sheet current assets, less total balance sheet current liabilities (the “Closing Date Working Capital”), which the Parties collectively deem to be sufficient to enable the Company to operate the Company Business in the ordinary course consistent with past practices; provided, however, that in no event shall the Closing Date Working Capital be less than the amount of working capital on hand as of December 31, 2018 as set forth in the unaudited consolidated or combined balance sheet of the Company as of that date. In such connection, at the Closing Date, the value of the inventory of the Company (based on the “first in first out” or “FIFO” method of accounting) shall be not less than $155,000, calculated as of May 23, 2020.
Closing Date Working Capital. No later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Closing Statement”) setting forth the actual Working Capital as of the close of business on the Closing Date (“Closing Date Working Capital”) and including a balance sheet of the Company as of such date and the derivation of Closing Date Working Capital therefrom. For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, supplement or modify the Closing Statement or the amount of Closing Date Working Capital following its delivery to Seller. If Purchaser fails to deliver the Closing Statement within such ninety (90) day period, then in addition to any other rights Seller may have under this Agreement, Seller shall have the right to elect that the Estimated Closing Date Working Capital be deemed to be the amount of the Closing Date Working Capital and be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.4(d). The Parties acknowledge that no adjustments may be made to the Working Capital Target except in accordance with Section 12.6.
Closing Date Working Capital. 1.4(a) Closing Date..............................................................1.5 Closing...................................................................1.1 Companies............................................................
Closing Date Working Capital. As promptly as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date, Buyer will prepare and deliver to Sellers a balance sheet of Sellers as of the close of business on the Closing Date (the “Closing Balance Sheet”) for the purpose of establishing the Actual Closing Working Capital. For purposes of this Agreement, the “Actual Closing Working Capital” means the aggregate book value of Sellers’ Accounts Receivable, net of allowances for doubtful accounts, Inventory, prepaid expenses and other current assets included in the Purchased Assets less the Assumed Liabilities (such Actual Closing Working Capital may be a negative number) determined from the Closing Balance Sheet. The Closing Balance Sheet shall be accompanied by a reasonably detailed list of variances from the Estimated Closing Balance Sheet. Within ten (10) business days after final determination delivery to Sellers of the Closing Balance Sheet:
Closing Date Working Capital. “Closing Date Working Capital” shall mean the difference of the Company’s current assets as of the Closing Date, calculated in accordance with GAAP, less the Company’s current liabilities as of the Closing Date, calculated in accordance with GAAP and after satisfaction of the Specified Liabilities actually paid prior to the Effective Time as required by this Agreement.
Closing Date Working Capital. 1.9(a) Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . .5.2(b) Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.12 Dedicated . . . . . . . . . . . . . . . . . . . . . . . . . . . .Preamble
Closing Date Working Capital. The term “Closing Date Working Capital” means Working Capital as of the Closing Time.
Closing Date Working Capital. “Closing Date Working Capital” means the following amount with respect to MMG and the Subsidiary:
