Final Closing Working Capital Sample Clauses
The "Final Closing Working Capital" clause defines how the final amount of working capital is determined at the closing of a transaction. Typically, this involves calculating the difference between current assets and current liabilities as of the closing date, often subject to agreed-upon accounting principles or methodologies. This clause ensures both parties have a clear, objective basis for adjusting the purchase price post-closing, thereby preventing disputes over the financial condition of the business at the time of transfer.
Final Closing Working Capital. The Parties acknowledge and agree that the amount of Final Closing Working Capital under Section 1.4 of the Purchase and Sale Agreement is $28,589,781.
Final Closing Working Capital. As used herein, the “Final Closing Working Capital” means: (i) if the Seller does not duly and timely deliver a notice of disagreement with respect to the Closing Working Capital Statement pursuant to Section 2.3(b)(i) or if the Seller delivers a notice of acceptance with respect to the Closing Working Capital Statement pursuant to Section 2.3(b)(iii), the Adjusted Closing Working Capital as set forth in the Closing Working Capital Statement; or (ii) if a proper notice of disagreement is duly and timely delivered, the Adjusted Closing Working Capital (A) as agreed to in writing by the Purchaser and the Seller pursuant to Section 2.3(b)(ii) or (B) in the absence of such agreement, as determined by an independent nationally recognized accounting firm pursuant to Section 2.3(b)(v).
Final Closing Working Capital. Section 3.2(f).........................................11
Final Closing Working Capital. The final Closing Net Working Capital as finally determined pursuant to Section 2.6(c), if there is no dispute, or Section 2.6(d) and (e), if there is a dispute, is referred to as the “Final Closing Net Working Capital.” For purposes of the adjustments contemplated under this Section 2.6(f), Final Closing Net Working Capital under this Agreement and “Final Closing Net Working Capital” under and as defined in the Mayco Purchase Agreement shall be combined or netted, as appropriate, and such combined or netted amount is referred to as the “Aggregate Final Closing Net Working Capital.”
(i) If the Aggregate Final Closing Net Working Capital is less than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Deficiency Amount”), then Seller shall within five (5) days of the determination of the Final Closing Net Working Capital pay to Purchaser the Aggregate Final Closing Net Working Capital Deficiency Amount less the Aggregate Estimated Closing Net Working Capital Deficiency Amount previously deducted from the combined Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Purchase Agreement.
(ii) If the Aggregate Final Closing Net Working Capital is greater than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Excess Amount”), then Purchaser shall within five (5) days of the determination of the Aggregate Final Closing Net Working Capital pay to Seller the Aggregate Final Closing Net Working Capital Excess Amount less the Aggregate Estimated Closing Net Working Capital Excess Amount previously deducted from the Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Purchase Agreement.
(iii) Notwithstanding the methodology for determining adjustments set forth in this Section 2.6(f), for accounting and tax purposes the Final Closing Net Working Capital under this Agreement shall be allocated to the Purchase Price under this Agreement and the “Final Closing Net Working Capital” under and as defined in the Mayco Purchase Agreement shall be allocated to the “Purchase Price” under and as those terms are defined in the Mayco Purchase Agreement.
Final Closing Working Capital. (a) On the 90th day following the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Stockholder Representative a statement (the “Closing Working Capital Statement”) setting forth, in reasonable detail, the Working Capital of the Group Companies as of 11:59 p.m. on the Closing Date (the “Closing Working Capital”). The Closing Working Capital will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby.
(b) During the 15-day period following delivery of the Closing Working Capital Statement to the Stockholder Representative, the Buyer shall provide the Stockholder Representative with reasonable access to all books and records and personnel of the Group Companies to enable the Stockholder Representative to evaluate the accuracy of the Closing Working Capital Statement. If the Stockholder Representative disagrees with the determination of the Closing Working Capital as shown on the Closing Working Capital Statement, then the Stockholder Representative shall notify the Buyer in writing (an “Objection Notice”) of such disagreement within 15 days after delivery of the Closing Working Capital Statement, which Objection Notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. If the Stockholder Representative does not deliver an Objection Notice to the Buyer within 15 days after delivery of the Closing Working Capital Statement, then the Closing Working Capital Statement and the Closing Working Capital calculation shall be conclusive and binding upon the Parties.
(c) If the Buyer and the Stockholder Representative are unable to resolve all disagreements properly identified by the Stockholder Representative pursuant to Section 1.13(b) within 15 days after delivery to the Buyer of the Objection Notice (the “Resolution Window”), then such disagreements shall be submitted for final and binding resolution to a Neutral Accounting Firm to resolve such disagreements (the “Accounting Arbitrator”). The Accounting Arbitrator shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, or, in the event that it is not available, a Neutral Accounting Firm selected by mutual agreement of the Buyer and the Stockholder Representative; provided that (i) if, within five (5) days after t...
Final Closing Working Capital. The Closing Working Capital shall be deemed final for the purposes of this Section 2.12 upon the earliest of (x) the failure of the Representative to provide Buyer with a Dispute Notice within 30 days of Buyer’s delivery of the Closing Statement, (y) the resolution of all Items of Dispute pursuant to Section 2.12(b) by the Representative and Buyer and (z) the resolution of all Items of Dispute, pursuant to Section 2.12(c), by the Independent Accounting Firm. Upon the final determination of the Closing Working Capital as set forth in this paragraph (d), Buyer shall adjust, if applicable, the Closing Statement accordingly, and such adjusted Closing Statement shall be deemed final.
Final Closing Working Capital. 1.4(c) Financial Statements............................................... 2.5(a) FMV Schedules...................................................... 10.10(a) Governmental Approvals............................................. 6.3(a) GP Purchase Agreement.............................................. 7.1(h) Indemnitee......................................................... 9.7(a)
Final Closing Working Capital. The Closing Working Capital, as finally determined pursuant to this Section 2.4 (whether by failure of the Seller to deliver a timely notice of disagreement that complies with this Section 2.4, by agreement of the Seller and the Purchaser or by determination of an independent accounting firm), shall be referred to herein as the “Final Closing Working Capital.”