Closing Date Working Capital Calculation definition

Closing Date Working Capital Calculation has the meaning set out in Section 2.3;

Examples of Closing Date Working Capital Calculation in a sentence

• The Closing Date Working Capital Calculation will be true, complete and correct and accurately reflect the amount of any Working Capital Deficit as of the Closing Date.

• The Shareholders' Representative (and its accountants, attorneys and other professional consultants, agents or representatives) may review the Closing Date Working Capital Calculation and the books of accounts of Target and may make inquiry of the representatives of Buyer and its accountants used in preparing the Closing Date Working Capital Calculation.

• To the extent that Working Capital as reflected in the Closing Date Working Capital Calculation is more than $15,000,000, the Merger Consideration payable pursuant to Section 1.6 shall be increased on a dollar for dollar basis by such increase, and the amounts payable to the Equityholders as set forth on the Equityholder Allocation List shall be appropriately adjusted by adjustment of the Participation Amount.

• Buyer shall make available to the Shareholders' Representative (and its accountants, attorneys and other professional consultants, agents or representatives) all books, records and other documents used in preparing the Closing Date Working Capital Calculation.

• The Closing Date Working Capital Calculation shall be binding and conclusive upon, and deemed accepted by, all Parties unless the Shareholders' Representative shall have notified the Buyer in writing within thirty (30) calendar days after receipt of the Closing Date Working Capital Calculation of any objections thereto.

• Seller agrees to use all reasonable efforts to cause the Closing Date Working Capital Calculation to be prepared and delivered to Buyer within sixty (60) days after the Closing.

• The Company shall cause all Third Party Expenses, to the extent practicable (as defined in Section 8.3) to be invoiced on the Closing Date and either paid or discharged in full prior to the Effective Time or included as liabilities of the Company in the Closing Date Working Capital Calculation.

• For purposes of accruals of any items (including without limitation rent, property taxes, or utilities) of expenses or payables that accrue over time, the Liabilities for such items shall be determined and included on the Closing Date Working Capital Calculation on the basis of the relative number of days before the Closing Date applicable to the item relative to the total number of days applicable to the item.

• The Company shall cause all Third Party Expenses (as defined in Section 8.3) to be invoiced on or prior to the Closing Date and either paid or discharged in full prior to the Effective Time or included as liabilities of the Company in the Closing Date Working Capital Calculation.

• If the Closing Date Working Capital Calculation shows a Working Capital Deficit, the Purchase Price shall be reduced as set forth above.