Final Working Capital Clause Samples

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. Section 3.4(e) FINANCING.......................................................Section 12.1 GAAP.............................................................Section 12.1

Final Working Capital. (i) Within 60 days following December 31, 2008, Buyer shall prepare and deliver to the Members’ Representative a statement (the “Working Capital Statement”) of the Net Working Capital of the Seller as of the Closing Date (the “Closing Working Capital”), which shall include a reasonably detailed worksheet setting forth a calculation of Closing Working Capital. For purposes of preparing the Working Capital Statement, any accounts receivable of the Seller existing as of the Closing Date that were included in the calculation of Estimated Working Capital but have not been paid to the Buyer prior to delivery of the Working Capital Statement, and any work in progress of the Seller existing as of the Closing Date that has not been converted to accounts receivable and paid to the Buyer prior to delivery of the Working Capital Statement, shall be disregarded (and not included as current assets) for purposes of calculating the Net Working Capital pursuant to this Section 3.3(b). If requested by the Members’ Representative in writing, Buyer will provide the Members’ Representative with all work papers in the possession of Buyer used in preparation of the Working Capital Statement. (ii) The Members’ Representative shall have thirty (30) days following delivery of the Working Capital Statement (the “Objection Period”) to accept or dispute the accuracy of the Working Capital Statement. If the Members’ Representative has not given any such written notice to Buyer on or prior to the expiration of the Objection Period, the Members’ Representative shall be deemed to have accepted the accuracy of the Working Capital Statement, and the Closing Working Capital shall be deemed to be the final amount of Net Working Capital as of the Closing Date as set forth in the Working Capital Statement (the “Final Working Capital”). If the Members’ Representative disputes the accuracy of the Working Capital Statement, the Members’ Representative shall in the notice of such dispute set forth in reasonable detail those items that the Members’ Representative believes are not fairly presented or calculated and the reasons for such opinion. The Parties shall then meet and in good faith try to resolve their disagreements over the disputed items. If the Parties resolve their disagreements in accordance with the foregoing sentence, the Closing Working Capital with those modifications, if any, to which the Parties shall have agreed shall be deemed to be the Final Working Capital. If the Parties have ...

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. 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. “Final Working Capital” means the Working Capital of the Reno ECS Business, as reflected on the Final Adjustment Statement.

Final Working Capital. Within three Business Days following the completion of the determination of the Final Working Capital pursuant to Section 1.4, (A) if an Adjusted Excess Amount exists, Buyer shall pay to SEACOR Environmental Services an amount in cash equal to such Adjusted Excess Amount by wire transfer of immediately available funds to an account or accounts designated in advance by SEACOR Environmental Services, and (B) if an Adjusted Shortfall Amount exists, SEACOR Environmental Services shall pay to Buyer an amount in cash equal to the Adjusted Shortfall Amount by wire transfer of immediately available funds to an account or accounts designated in advance by Buyer.

Final Working Capital. 2.5(a) Financing.............................................................