Closing Net Working Capital Statement Sample Clauses
The Closing Net Working Capital Statement clause defines the process for determining the final net working capital of a business at the time of closing a transaction. Typically, this involves preparing a detailed statement that lists the company's current assets and liabilities as of the closing date, often subject to review and potential adjustment by both parties. This clause ensures that both buyer and seller have a clear, agreed-upon calculation of net working capital, which is crucial for finalizing purchase price adjustments and preventing post-closing disputes over financial matters.
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Closing Net Working Capital Statement. As soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date, the Acquirer shall cause to be prepared and delivered by notice to the Covance Parties a statement reflecting the Closing Net Working Capital (the “Closing Net Working Capital Statement”). The Acquirer shall, within five (5) business days after a request by the Covance Parties, make available to the Covance Parties at all reasonable times all books and records of the Company reasonably requested of the Acquirer in order for the Covance Parties to be able to evaluate the Acquirer’s calculations and methodology in preparing the Closing Net Working Capital Statement.
Closing Net Working Capital Statement. Buyer will furnish to the ------------------------------------- Stockholders' Representative (as defined in Section 1.12 hereof) not later than 45 days after the Closing Date a statement (the "Closing Net Working Capital Statement") showing the Net Working Capital of Amerivend at the Closing Date, which amount may be a negative (the "Closing Net Working Capital"). Buyer will give Stockholders' Representative and his accountants reasonable access to books, records and work papers of Amerivend for purposes of confirming the Closing Net Working Capital Statement. Unless Stockholders' Representative notifies Buyer in writing that it disagrees with the Closing Net Working Capital Statement within 30 days after Stockholders' Representative's receipt thereof, the Closing Net Working Capital Statement shall be conclusive and binding on all parties hereto and not subject to dispute or review. If Stockholders' Representative notifies Buyer in writing of its disagreement with the Closing Net Working Capital Statement within such 30-day period, then Stockholders' Representative and Buyer shall attempt to resolve their differences with respect thereto within 30 days after Buyer's receipt of Stockholders' Representative's written notice of disagreement. Any dispute regarding the Closing Net Working Capital Statement not resolved by Stockholders' Representative and Buyer within such 30-day period will be resolved by an accounting firm mutually acceptable to both parties or, in the absence of agreement, by an accounting firm of national reputation selected by lot after eliminating Buyer's principal outside accountants and Stockholders' Representative' principal outside accountants and one additional firm designated as objectionable by each of Buyer and Stockholders' Representative. The parties will engage the accounting firm within seven days after such 30-day period. The determination by the accounting firm so selected of the Closing Net Working Capital Statement and the Closing Net Working Capital (with such modifications therein, if any, as reflect such determination) shall be conclusive and binding upon all parties hereto and not subject to dispute or review. The fees and expenses of such accounting firm in acting (in the event of a dispute) under this Section 1.05(c) shall be shared equally by Stockholders' Representative and Buyer.
Closing Net Working Capital Statement. As soon as practicable following the Closing Date (but not later than seventy-five (75) days after the Closing Date), the Buyer shall prepare and deliver to the Sellers a statement setting forth its calculation of the Net Working Capital as of the Closing Date, which statement shall contain (x) an unaudited combined balance sheet of the Companies as of the Closing Date prepared by the Buyer’s independent public accountants (the “Closing Date Balance Sheet”), (y) a detailed calculation of the Net Working Capital as of the Closing Date (the “Closing Net Working Capital Statement”), and (z) a certificate of the Chief Financial Officer or the Chief Executive Officer of Buyer that the Closing Date Balance Sheet was prepared in accordance with the Company Accounting Principles in a manner consistent with the Adjusted Balance Sheet and that the Net Working Capital reflected on the Closing Net Working Capital Statement was prepared and calculated in accordance with the Net Working Capital Methodology. Unless otherwise consented to by the Sellers, in the event that the Buyer fails to deliver to the Closing Net Working Capital Statement to the Sellers prior to the end of such seventy-five (75) day period, the Estimated Net Working Capital as set forth on the Estimated Net Working Capital Statement shall be deemed final and conclusive and binding upon the Sellers and the Buyer as the Final Net Working Capital.
Closing Net Working Capital Statement. No later than ninety (90) days following the Closing Date, Purchaser shall prepare and deliver to the Sellers’ Representative:
(i) A statement setting forth Purchaser’s good faith detailed calculation of:
(A) the Closing Net Working Capital, which Purchaser shall calculate in accordance with the Working Capital Calculation Methodologies; and
(B) the Closing Cash; and
(ii) A calculation of the Final Purchase Price, and the Final Share Purchase Price, including each of the components thereof together with reasonably sufficient supporting documentation (the requirements in Section 2.05(b)(i) and (ii) collectively referred to as, the “Closing Statement”).
Closing Net Working Capital Statement. As promptly as practicable, but in any event within 90 calendar days following the Closing Date, the CFO shall deliver to the Purchaser and the Seller a statement of the Net Working Capital as of the close of business on the Closing Date (the "Closing Net Working Capital Statement"). The Closing Net Working Capital Statement shall be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the 2002 Financial Statements as amended or clarified by the Accounting Principles. The Closing Net Working Capital Statement shall be prepared for accounting and tax purposes as if such date were the end of the fiscal year (shall reflect all accruals and reserves required in the preparation of annual financial statements) and shall not reflect any adjustments to the historical carrying value of assets and liabilities resulting from the recording by the Purchaser of the transactions contemplated by this Agreement.
Closing Net Working Capital Statement. On the one hundred twentieth (120th) day after the Closing Date, Buyer and its representatives shall prepare and deliver to the Seller Representative a statement setting forth the Net Working Capital as of the opening of business on the Closing Date, determined in accordance with GAAP consistently applied and in accordance with Exhibit 2.3(a) (the “Closing Net Working Capital Statement”); provided that the accounts receivable set forth on the Closing Net Working Capital Statement shall be identical to, and shall not reflect any changes to, the accounts receivable set forth on the Estimated Net Working Capital Certificate (with any adjustments in respect of accounts receivable that would otherwise have been reflected in the Closing Net Working Capital Statement instead being accounted for through the process described in Section 2.3(g)). Upon receipt of such certificate, the Selling Parties shall be given access to all of FTI’s, FTI LLC’s and Buyer’s books and records reasonably relating to the Closing Net Working Capital Statement and the financial detail reasonably necessary to verify Buyer’s calculation of Net Working Capital set forth therein.