Examples of Closing Net Working Capital Deficit in a sentence
Provided further, that if the Closing Net Working Capital Deficit exceeds $400,000, then the amount of "Accounts Payable" and/or "Royalty Commission Payable" to be assumed by Buyer shall be reduced to a level such that Closing Net Working Capital Deficit does not exceed $400,000.
The Estimated Closing Net Working Capital Deficit, and Estimated Net Working Capital Adjustment (and the individual elements thereof, as applicable) shall be determined and prepared in accordance with GAAP and, to the extent not inconsistent therewith, consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “Working Capital Methodology”).
The Closing Financial Statement shall be based on the Closing Date Balance Sheet and shall fairly and accurately present the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Company Debt, the Transaction Expenses and the Aggregate Vested Exercise Price.
The Closing Statement will, with respect to the Closing Cash, the Closing Net Working Capital Surplus (if any), the Closing Net Working Capital Deficit (if any), the Closing Indebtedness and the Unpaid Sellers’ Transaction Expenses, be prepared in accordance with the definitions in this Agreement.
The Estimated Closing Statement will, with respect to the Estimated Closing Cash, the Estimated Closing Net Working Capital Surplus (if any), the Estimated Closing Net Working Capital Deficit (if any), the Estimated Closing Indebtedness and the Estimated Unpaid Sellers’ Transaction Expenses, be prepared in accordance with the definitions in this Agreement.
In the event of a claim by Buyer for indemnity as a result of the Closing Net Working Capital Deficit exceeding the 8/20/97 Net Working Capital Deficit by an amount greater than $100,000 is made by written notice to Escrow Agent and Seller, Buyer shall initially proceed to recover such deficiencies from the Purchase Price Adjustment Escrow Cash.