Determination of Net Working Capital. No later than thirty (30) days following the Closing Date, Buyer shall deliver to Seller a statement (the "Closing Balance Sheet") setting forth its computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall be conclusive and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant h...
Determination of Net Working Capital. (a) At least one (1) Business Day prior to the Closing Date, the Selling Parties shall deliver to Buyer a certificate signed by an executive officer of Parent, stating the estimated Net Working Capital as of the Closing Date, prepared using the same principles as the unaudited statement of net assets as of May 31, 2007 described in Section 4.4 (the “Closing Net Working Capital Estimate”) and, if any, the resulting Closing Net Working Capital Overage (which amount shall be used in determining the Limited Up-Front Cash Purchase Price), or the resulting Closing Net Working Capital Underage (which amount shall be used in determining the Limited Up-Front Cash Purchase Price), together with related supporting schedules, calculations and documentation.
Determination of Net Working Capital. The term “Net Working Capital” shall mean the specified items of “current assets” minus the specified items of “current liabilities” of the Companies consistent with the Accounting Practices and adjusted for the adjustments set forth on Schedule 2.4.
Determination of Net Working Capital. In order to ------------------------------------ determine the Net Working Capital of Spxxxxx, not later than ten days following the Balance Sheet Date, Spxxxxx xhall prepare the Closing Balance Sheet in accordance with generally accepted accounting principles, consistently applied. In preparing such Closing Balance Sheet, Spxxxxx xhall consult with Falcon and shall permit Falcon to participate in and review the preparation thereof, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Falcon shall commence its review of said work papers, schedules and calculations as soon as practicable. Any dispute which may arise between Spxxxxx xn the one hand and Falcon on the other hand as to the Closing Balance Sheet shall be resolved in the following manner:
Determination of Net Working Capital. Notwithstanding the calculation mechanism set forth in Section 4.4 (Net Working Capital Adjustment) of the Existing APA, which is hereby irrevocably waived, the Net Working Capital is hereby deemed to be $990,000 (Nine Hundred Ninety Thousand Dollars), resulting in a shortfall of $1,050,000 (One Million Fifty Thousand Dollars) below the Working Capital Target, which amount shall be due and payable to Buyer upon the execution of this Amendment and is included in the amount payable pursuant to Section 4.1 of this Amendment. Each of the Parties hereby irrevocably waives any right to invoke the dispute resolution procedures set forth in Section 4.4 of the Existing APA.
Determination of Net Working Capital. No later than seventy-five (75) days following the Closing Date, Parent will prepare and deliver to Presstek, Parent’s good faith determination of the actual Net Working Capital as of the Closing, and identify any adjustment to the Initial Purchase Price under Section 2.11(b) as a result of such determination (the “Parent Closing Statement”). During the thirty (30) day period commencing on the date Presstek receives the Parent Closing Statement, Parent will permit Presstek and its Representatives access to such work papers relating to the preparation of the Parent Closing Statement as may be reasonably necessary to review in detail the manner in which Parent’s determination were prepared. If Presstek does not object to the Parent Closing Statement within such thirty (30) day period, or accepts the Parent Closing Statement in writing during such thirty (30) day period, the Initial Purchase Price will be adjusted as set forth in the Parent Closing Statement and payment made in accordance with Section 2.11(e). If Presstek objects to all or part of the Parent Closing Statement, Presstek will notify Parent in writing of such objections within thirty (30) days after Presstek’s receipt thereof (such notice setting forth in reasonable detail the basis for such objections). Parent and Presstek will thereafter negotiate in good faith to resolve any such objections. If Parent and Presstek are unable to resolve all of such differences within twenty (20) calendar days of Parent’s receipt of Presstek’s objection, such dispute shall be resolved in accordance with Section 2.11(d). The term “Final Net Working Capital” means the Net Working Capital as determined pursuant to this Section 2.11(c) or Section 2.11(d), as the case may be. The Surviving Corporation shall also be responsible for Parent’s obligations under this Section 2.11(c).
Determination of Net Working Capital. The Net Working Capital shall be determined from a statement of assets and liabilities of the Company as of the close of business on the day immediately preceding the Closing Date taking into account the exclusions of the Transferred Assets and Excluded Liabilities (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared by Xxxxx in accordance with GAAP, applied in a manner consistent with the accounting principles applied in the preparation of the Financial Statements (as herein defined) to the extent the Financial Statements were prepared in accordance with GAAP, except that the Closing Balance Sheet shall not show the Transferred Assets and the Excluded Liabilities. Notwithstanding, or without limitation, as the case may be, of the
Determination of Net Working Capital. Attached hereto as Schedule 2.7 is an estimated balance sheet setting forth the current assets and current liabilities to be acquired by Buyer upon the consummation of the transactions set forth under this Agreement (the “Estimated Balance Sheet”) as of June 30, 2011 (the “Net Working Capital Calculation Date”) showing the estimated Net Working Capital as mutually agreed upon by Buyer and Seller (the “Estimated Net Working Capital”) prior to the Closing Date. The Estimated Balance Sheet shall be prepared according to GAAP on an accrual basis as applied on a Consistent Basis in accordance with the definition of Net Working Capital.
Determination of Net Working Capital. (i) Within sixty 60 days following the Closing Date, Buyer will deliver to Sellers a statement of the Net Working Capital as of the Closing Date as determined by the Buyer's independent auditors (the "Buyer's Proposed NWC").
Determination of Net Working Capital. (i) Within 45 days after the Closing Date, each of the Company and the Buyer will deliver to the other a certificate (each, a "NET WORKING CAPITAL CERTIFICATE") executed by the delivering party (the "DELIVERING PARTY") setting forth an itemization of Net Working Capital. Without limiting the foregoing, each of the Company and the Buyer will use all commercially reasonable efforts to deliver a Net Working Capital Certificate to the other within 30 days after the Closing Date. Promptly following the Closing Date, the Buyer's representatives and the Company's representatives shall conduct a joint inventory review in connection with the determination of Net Working Capital.
