The Cut Sample Clauses

The Cut. Off Date Working Capital Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller before such date. A Notice of Disagreement pursuant to this Section 3.2(b) may be submitted only if, assuming all of Buyer's assertions therein were sustained, an adjustment to the Purchase Price would be required under Section 3.2(f), and the Notice of Disagreement must set forth Buyer's determination of Final Working Capital and specify in reasonable detail the nature of any disagreement with Seller's determination. The only disagreements that may be set forth in the Notice of Disagreement pursuant to this Section 3.2(b) are those that relate to (x) any claimed inconsistencies between the principles used in the preparation of the Cut-Off Date Working Capital Statement and the principles used in the preparation of the Reference Working Capital Statement, (y) disputes regarding the results of the inventory tabulation performed, or the Inventory Schedule prepared, pursuant to Section 3.2(h) or (z) errors in mathematical computation. Notwithstanding anything to the contrary in this Section 3.2, no disagreement set forth in the Notice of Disagreement may relate to the principles used in the preparation of the Cut-Off Date Working Capital Statement, so long as those principles are consistently applied with the Reference Working Capital Statement. If a valid Notice of Disagreement is received by Seller in a timely manner, then the Cut-Off Date Working Capital Statement and the Final Working Capital (as finally determined in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the parties resolve in writing any differences they have with respect to all matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Arbitrator.

The Cut. Off Date In the event of the approvals and conditions mentioned in this Article IV not being obtained, fulfilled and or waived, as the case may be, on a date that is *six (6) months from the date of this Agreement or such other later date as may be agreed upon in writing between the parties hereto (the `CUT-OFF DATE") despite all reasonable efforts by the parties hereto, then, subject to Section 4.05 hereof, this Agreement shall lapse and be of no further effect and thereafter the parties shall be released from all further obligations to each other.