Examples of Closing Date Adjusted Net Working Capital in a sentence
The determination of the Closing Date Adjusted Net Working Capital as determined by agreement of the parties or by the Independent Accounting Firm shall be final and binding on the parties.
If Closing Date Adjusted Net Working Capital exceeds Estimated Closing Date Adjusted Net Working Capital, the Buyer shall pay to the Seller within 5 business days of the final determination of Closing Date Adjusted Net Working Capital the amount of such excess, which shall be payable in cash by wire transfer or delivery of other immediately available funds.
Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Closing Date Adjusted Net Working Capital not being calculated in accordance with its definition.
If Closing Date Adjusted Net Working Capital is less than Estimated Closing Date Adjusted Net Working Capital, the Seller shall pay to the Buyer within 5 business days of the final determination of Closing Date Adjusted Net Working Capital the amount of such deficit, which shall be payable in cash by wire transfer or delivery of other immediately available funds.
To the extent the Preliminary Closing Date Adjusted Net Working Capital (attached hereto as Schedule 2(d) at Closing) is less than ------------- U.S. $47,146,000, the Purchase Price shall be reduced at Closing by such shortage ("Closing Purchase Price").
The Independent Accountant shall conduct its review, resolve all disputes and, to the extent necessary, compute the Closing Date Cash, Closing Date Adjusted Net Working Capital, Closing Date Indebtedness, Closing Date Sale Transaction Expenses and Closing Purchase Price, based solely on the binders submitted by the Sellers’ Representative and the Buyer (not by independent review).
The total amount payable by Buyer as a result of the Mergers shall be adjusted by the amount, if any, by which the Closing Date Adjusted Net Working Capital is greater than or less than three million four hundred thousand dollars ($3,400,000) (the "Adjustment Amount").
The total amount payable by Buyer as a result of the ---------- Mergers shall be adjusted by the amount, if any, by which the Closing Date Adjusted Net Working Capital is greater than or less than three million four hundred thousand dollars ($3,400,000) (the "Adjustment Amount").
In such case, the Buyer and the Sellers’ Representative will jointly retain the Independent Accountant and direct it to render a written report setting forth its determination of the Closing Date Cash, Closing Date Adjusted Net Working Capital, Closing Date Indebtedness, Closing Date Sale Transaction Expenses and Closing Purchase Price, resolving any and all items in dispute (as set forth in the Protest Notice), not later than forty‑five (45) days after acceptance of its retention.
Promptly after the Closing Date, the Company will appoint an accountant to prepare and deliver to Buyer a statement (in its final and binding form, the "Closing Statement") setting forth the Closing Date Adjusted Net Working Capital, such Closing Statement to be delivered within 45 days after the Closing Date.