Net Working Capital Calculation Sample Clauses

Net Working Capital Calculation. The Company shall prepare a balance sheet of the Net Working Capital as of the Closing Date (the “Closing Balance Sheet”), and calculate the Net Working Capital based upon the Closing Balance Sheet (the “Net Working Capital Calculation”), and deliver the Closing Balance Sheet and Net Working Capital Calculation, along with all relevant documentation, to Parent no later than 30 days after the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP, consistent with past practices of the Company and shall reflect in reasonable detail the items set forth on Schedule 2.4(b); provided, further, for purposes of the Closing Balance Sheet and the Net Working Capital Calculation, the parties agree that any Acquired Assets which are subject to depreciation shall be valued based upon their respective depreciation as of August 25, 2006. The Net Working Capital Calculation shall be binding and final unless within 30 calendar days after delivery of the Closing Balance Sheet and the Net Working Capital Calculation to Parent, Parent delivers to the Company written objection to the Net Working Capital Calculation (a “Net Working Capital Objection Notice”). If Parent delivers a Net Working Capital Objection Notice within the specified time, authorized representatives of Parent and the Company shall promptly negotiate in good faith to resolve such objections. If Parent and the Company are unable to reach an agreement with respect to the objections within 30 calendar days after delivery of such Net Working Capital Objection Notice, Parent shall engage an accounting firm of recognized national standing reasonably acceptable to the Company to review the Net Working Capital Calculation and resolve the objections. If Parent and the Company are unable to so agree on the choice of an accountant within ten calendar days after Parent proposes an accountant to the Company, then an accounting firm shall be selected pursuant to the Commercial Arbitration Rules of the AAA. If there is no timely Net Working Capital Objection Notice as provided above, the Net Working Capital Calculation shall be the binding and final determination of the Net Working Capital. If there is a timely Net Working Capital Objection Notice, the Net Working Capital Calculation as revised, if applicable, by the agreement of Parent and the Company or by the Accountant, if applicable, shall be the binding and final determination of Net Working Capital. The costs and expenses of the Accountant ...