Final Net Working Capital Calculation Clause Samples
Final Net Working Capital Calculation. (a) Promptly, but in any event within sixty (60) days after the Closing Date, Buyer will deliver to Seller its calculation of Net Working Capital and the resulting final Purchase Price (the “Preliminary Closing Statement”). Buyer shall provide Seller and its representatives with reasonable access to the books, records, facilities and employees of Buyer related to the Business or Purchased Assets during normal business hours and on at least five (5) days prior written notice such that Seller and its representatives can review and verify the information contained on the Preliminary Closing Statement. Unless within the thirty (30) day period following Seller’s receipt of the Preliminary Closing Statement, Seller delivers written notice to Buyer (the “Objections Statement”) setting forth in reasonable detail any and all items of disagreement related to the Preliminary Closing Statement, including the nature and dollar amount thereof (each, an “Item of Dispute”), subject to the resolution of any issues in the Objections Statement, the Preliminary Closing Statement (and its determination of Net Working Capital and the final Purchase Price) shall be conclusive and binding upon Seller and Buyer; provided that the only basis on which Seller shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the accounting policies and procedures consistent with those used by Seller prior to the Closing Date and in accordance with GAAP or this Section 2.4(a) (as further defined or clarified by the definitions of the terms herein) or that a mathematical error was made and provided further that to the extent that the access to books and records, etc. as set forth in the preceding sentence is delayed by Buyer for any reason in violation of this section, the 30-day review period shall be extended by the amount of such delay.
(b) If Seller delivers an Objections Statement to Buyer within such 30-day period, Buyer and Seller shall use reasonable best efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Preliminary Closing Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Preliminary Closing Statement (as so modified) (and the determination of Net Working Capital and the final Purchase Price) shall be conclusive and binding on Seller and Buyer. If any Item of Dispute remains unresolved for a period of f...
Final Net Working Capital Calculation. A post-closing adjustment to the Closing Purchase Price shall be made as follows:
(a) Within forty-five (45) days following the Closing, Buyer shall deliver to Sellers a statement setting forth in detail Buyer's calculation of the Net Working Capital (as finally determined pursuant to this Section 3.4 and Exhibit F, the "Final Net Working Capital Calculation").
Final Net Working Capital Calculation. A post-closing adjustment to the Closing Purchase Price shall be made as follows:
(a) Within seventy-five (75) days following the Closing, Purchaser shall cause KPMG LLP, at the expense of Purchaser, to prepare and deliver to Seller and Purchaser a balance sheet of the Company as of the Closing Date (the "FINAL NET WORKING CAPITAL BALANCE SHEET") and a calculation of the Net Working Capital of the Company as of such date prepared on the basis of the Final Net Working Capital Balance Sheet (the "FINAL NET WORKING CAPITAL CALCULATION"). Seller shall have the right to examine and make copies of the work papers and such other documents that are generated or reviewed by Purchaser in connection with the preparation of the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation.
(b) The Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation shall be prepared in accordance with GAAP in a manner consistent with the application of the accounting principles applied in preparing the Financial Statements and the principles set forth on Section 1.2(b) of the Disclosure Letter. The accounting cutoff for the Final Net Working Capital Balance Sheet shall be the close of business on the Closing Date.
(c) Within thirty (30) days after the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation is delivered to Seller pursuant to SECTION 2.4(a) hereof, Seller shall complete its examination thereof and shall deliver to Purchaser either (i) a written acknowledgment accepting the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation; or (ii) a written report setting forth in reasonable detail any proposed adjustments to the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation (the "ADJUSTMENT REPORT"). If Seller fails to respond to Purchaser within such thirty (30) day period, Seller shall be deemed to have accepted and agreed to the Final Net Working Capital Balance Sheet and the Final Net Working Capital Calculation as delivered pursuant to SECTION 2.3(a) hereof. The acceptance by Purchaser and Seller of the Final Net Working Capital Calculation shall not constitute or be deemed to constitute a waiver of the rights of such party in respect of any other provision of this Agreement.
(d) In the event Seller and Purchaser fail to agree on any of Seller's proposed adjustments contained in the Adjustment Report within thirty (30) ...