Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital.
(b) As promptly as practicable, but no later than forty-five (45) days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, a statement setting forth Buyer’s calculation of the Company’s Net Working Capital (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the accounting policies set out in Schedule 1.06.
(c) If Management Representative disagrees with the Closing Statement, he may, within thirty (30) days after delivery thereof, deliver a notice to Buyer specifying those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall be deemed to have agreed with those items and amounts included in the computation of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objection.
(d) If the Objection is duly delivered pursuant to Section 1.06(c), Buyer and the Management Representative shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net Working Capital. If, during such period, Buyer and the Management Representative are unable to reach such agreement, they shall promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly revie...
Closing Working Capital. “Closing Working Capital” shall mean the Working Capital of the Company as of the Closing Date.
Closing Working Capital. The "Closing Working Capital" will be an amount equal to the Working Capital of the Powder Coatings Business at and as of the Closing as determined under Sections 2.7(A)-(D) above.
Closing Working Capital. (a) If the Closing Working Capital is less than the Benchmark Working Capital, Sellers shall pay to Purchaser, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Purchaser in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Benchmark Working Capital and the Closing Working Capital.
(b) If the Closing Working Capital is greater than the Benchmark Working Capital, Purchaser shall pay to Sellers, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Sellers in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Closing Working Capital and the Benchmark Working Capital.
Closing Working Capital. 1.7(a) Code .................................................................
Closing Working Capital. 2.04(f) Code........................................................... 2.02(f) Company........................................................ Preamble Company By-laws................................................ 3.03(b) Company Cash................................................... 2.01(c) Company Certificate............................................ 3.03(b) Company Common Stock........................................... 2.01
Closing Working Capital. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), setting forth Buyer’s calculation of Closing Working Capital (as defined below). The Closing Working Capital Statement shall (x) be prepared in accordance with GAAP applied on a basis substantially consistent with those used in the preparation of the Balance Sheet
Closing Working Capital. Section 12.1...........................................
Closing Working Capital. If the Closing Working Capital is less than the Target Working Capital, the Initial Payment will be reduced by an amount equal to the difference between the Closing Working Capital and the Target Working Capital. If the Closing Working Capital is greater than the Target Working Capital, the Initial Payment will be increased by an amount equal to the difference between the Target Working Capital and the Closing Working Capital.