Final Working Capital. The term “Final Working Capital” shall have the meaning set forth in Section 2.3(d)(i).
Final Working Capital. Within ninety (90) days following the Closing, Parent shall determine the amount of the Company’s working capital at Closing (the “Final Working Capital”), and to the extent the Final Working Capital is less than $134,000, the Stockholders shall promptly pay to the Company the full amount of any deficit without regard to the last sentence of Section 12.4 hereof.
Final Working Capital. Final Working Capital" shall mean the Net Working Capital as of the Reference Date as finally determined in accordance with this Section 1.7 either upon agreement by the Parties, by expiration of the Notice Period without delivery of a Notice of Disagreement or by resolution of a dispute in accordance with Section 1.7(c). Upon such final determination, the Cash Merger Consideration will be reduced by the amount, if any, by which Benchmark Working Capital exceeds the Final Working Capital (the amount of any such adjustment is referred to herein as the "Working Capital Adjustment"). Upon such final determination, the parties shall also proceed as follows:
Final Working Capital. Final Working Capital" shall mean the result of the Final Working Capital Calculation.
Final Working Capital. Section 3.4(e) FINANCING.................................................................................... Section 12.1 GAAP......................................................................................... Section 12.1
Final Working Capital. As promptly as practicable, but in any event within 60 calendar days following the Closing Date, Purchaser shall deliver to Seller a final statement of the working capital of Seller as of the Closing Date (the "Final Working Capital Statement"), which shall be prepared in good faith and, subject to Section 4.1(c)(v), on a basis consistent with, and using the Accounting Principles, along with reasonably detailed information demonstrating the calculation of each line item included in said amounts. In preparing the Final Working Capital Statement, the parties shall not be permitted to introduce different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those reflected in the Estimated Closing Statement and/or the Accounting Principles. At the time the Final Working Capital Statement is delivered, Purchaser shall also deliver to Seller, or make available to Seller, copies of such work papers, books and records in Purchaser's direct or indirect possession or control as reasonably requested by Seller that were used in the preparation of the Final Working Capital Statement.
Final Working Capital. 2.3(a) Form 10-Q.......................................................3.3(b) Fraud Claims....................................................7.2(c) GAAP............................................................2.1(b) Generation Y Market...........................................
Final Working Capital. 2.5(a) Financing............................................................. 5.5
Final Working Capital. Notwithstanding anything herein to the contrary, the Seller and Stockholder shall have no obligation to indemnify the Buyer Indemnified Persons under this Article 7 for any breach of the representations of Seller and Stockholder to the extent the Damages resulting from such breach are actually included in the calculation of the Final Working Capital. In no event shall the Damages which were included in the calculation of Final Working Capital be counted toward the Deductible.
Final Working Capital. Final Working Capital" shall mean the Net Working Capital as of the Closing Date as finally determined in accordance with this Section 1.5 either upon agreement by the parties, by expiration of the Notice Period without delivery of a Notice of Disagreement or by resolution of a dispute in accordance with Section 1.5(c). Upon such final determination, the Stock Merger Consideration will be reduced by the amount, if any, by which Benchmark Working Capital exceeds Final Working Capital (the amount of any such adjustment is referred to herein as the "Working Capital Adjustment") with the value of the Parent Common Stock being determined on the basis of the Average Closing Stock Price. Upon such final determination, if the Benchmark Working Capital exceeds the Final Working Capital, then Parent shall be entitled to satisfy the amount of such difference from the Escrow Funds (as hereinafter defined) and the Representative agrees to take all actions required to cause the Escrow Agent to release such funds from the Escrow Funds.
