Final Working Capital. The term “Final Working Capital” shall have the meaning set forth in Section 2.3(d)(i).
Final Working Capital. Final Working Capital" shall mean the result of the Final Working Capital Calculation.
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. Section 3.4(e) FINANCING.................................................................................... Section 12.1 GAAP......................................................................................... Section 12.1
Final Working Capital. (a) Not later than 120 days after the Closing Date, Parent or the Surviving Corporation shall deliver to the Representative (i) a statement (the “Closing Statement”) setting forth Parent’s determination of (A) the Working Capital of the Company as of the Closing Date determined in accordance with the methodology described in Schedule 2.13 (“Final Working Capital”), (B) the Indebtedness of the Company as of the Closing Date (the “Final Indebtedness”), (C) the Closing Cash (the “Final Closing Cash”), (D) the amount of the Company Transaction Costs as of the Closing Date (the “Final Company Transaction Costs”) and (E) a calculation of the Working Capital Shortfall, if any, and (F) a calculation of the Adjusted Merger Consideration and (ii) such work papers and other documents and information as are reasonably necessary to demonstrate the manner in which the foregoing were calculated (the “Support Documentation”).
(b) The Representative shall, within 30 days following Parent’s or the Surviving Corporation’s delivery of the Closing Statement to the Representative, accept or reject the Final Working Capital, Final Indebtedness, Final Closing Cash, Final Company Transaction Costs, Working Capital Shortfall and Adjusted Merger Consideration calculations submitted by Parent or the Surviving Corporation. If the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the calculation of the Final Working Capital, Final Indebtedness, Final Closing Cash, Final Company Transaction Costs, Working Capital Shortfall or Adjusted Merger Consideration (such Objection Notice must contain a statement describing in reasonable detail the nature of the objections and the bases therefor), then the Closing Statement and calculation of the Working Capital Shortfall and the Adjustment Merger Consideration shall be deemed final, binding and conclusive for all purposes hereunder. If the Representative delivers the Objection Notice within such 30-day period, then Parent and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed 15 days from the date of receipt by Parent of the Objection Notice, and if the parties so resolve all disputes, the Closing Statement and calculation of the Working Capital Shortfall and Adjusted Merger Consideration, as amended to the extent necessary to reflect the resolution of the dispute, shall be final, conclusive and binding on Parent, the Equityholders and the Rep...
Final Working Capital. The Final Working Capital of the Company will, when delivered or determined pursuant to Section 2.02 hereof, (i) accurately reflect the Working Capital of the Company as of the Closing Date, (ii) be based upon balance sheet line items and accounts of the Company calculated in accordance with GAAP applied consistently with respect to the accounting policies, practices and procedures used in the preparation of the Company Balance Sheet and (iii) otherwise be prepared in accordance with this Agreement.
Final Working Capital. 2.5(a) Financing.............................................................
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. 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.
