Examples of Closing NWC in a sentence
The Closing Net Working Capital set forth on the Final Post- Closing NWC Statement is referred to herein as the “Final Closing Net Working Capital.” The fees, costs and expenses of the Independent Accountants incurred in connection with the resolution of disputes pursuant to this Section 1.5(b) shall be paid by Purchaser, on the one hand, and by the Seller, on the other hand, based upon the percentage that the amount not awarded to such Party bears to the amount actually contested by such Party.
For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).
All of the Seller's accounts receivable, notes receivable, book debts and other debts of the Business relating to the Business and reflected on the Final Closing Statement or the Closing NWC Statement, as the case may be, including but not limited to those listed on SCHEDULE 2.1(j) (but exclusive of rebates, refunds and insurance claims not included as receivables on the Final Closing Statement or the Closing NWC Statement, as the case may be) (the "ACCOUNTS RECEIVABLE").
If the Seller does not deliver to Purchaser a NWC Dispute Notice prior to the expiration of the NWC Review Period, the Seller shall be conclusively deemed to have waived any right to object to the Post- Closing NWC Statement delivered by Purchaser and the Post-Closing NWC Statement delivered by Purchaser shall be final and binding upon Purchaser, the Company and the Seller.
The determination of the Independent Accountant as to all items in the Post-Closing Payment Statement and the resulting calculation of the Final Closing NWC Amount shall be final and binding on the parties.
Each party shall preserve all Records for a period of five (5) years from the Closing Date and shall allow each other party and its respective representatives, upon reasonable prior notice during normal business hours and without unreasonably interfering with operations, full access to and the right to examine and copy any Records that may be necessary or desirable for the preparation, filing and audit of all tax returns for all periods beginning prior to the Closing Date and the Closing NWC Statement.
The Purchaser shall permit Seller and Seller’s independent accountants to review all pertinent financial statements and calculations with respect to the Closing NWC Statement, as applicable, subject to execution by such parties of a confidentiality agreement.
The Closing Net Working Capital as set forth in the Closing NWC Statement shall be determined in accordance with generally accepted accounting principles, in all material respects, and applied reasonably consistent with BCCM’s past accounting practice.
For purposes of illustration, if on the Closing Date the Preliminary Closing NWC is $4,000,000 and the Company has $0 of Indebtedness, then (x) the Purchase Price adjustment for purposes of Closing will be $1,000,000, and (y) the adjustment pursuant to Section 2.2(i) will be $1,000,000 (assuming that the Final Closing NWC is $4,000,000 and the Final Closing Indebtedness is $0).
If Seller fails to deliver a Statement of Objections in accordance with this Section 2.6(d) within the Review Period, (A) the Closing NWC Statement (and related computation of Closing Net Working Capital) shall be deemed to have been accepted by Seller and shall be final and binding on the Parties, and (B) such computation of Closing Net Working Capital shall be used in computing the Adjustment Amount.