Closing Working Capital Report definition

Closing Working Capital Report. See Section 2.3(a);

Closing Working Capital Report has the meaning set out in section 2.4.

Examples of Closing Working Capital Report in a sentence

• On or before the fifth (5th) Business Day prior to the Closing Date the Seller will prepare or cause to be prepared a Closing Working Capital Report for review by the Buyer.

• The Closing Working Capital Statement shall be examined by the Sellers, and the Sellers shall, not later than 60 calendar days after receipt of the Closing Working Capital Statement, render a report thereon (the "Closing Working Capital Report").

• During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyers shall: provide the Sellers with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies.

• The Buyer’s Adjusted Net Working Capital Report shall list those items included in the Closing Working Capital Report, if any, to which the Buyer takes exception and the Buyer’s proposed adjustment.

• If the Buyer gives the Seller notice of objections to the Closing Working Capital Report, and if in good faith the Seller and the Buyer are unable, within 15 calendar days after receipt by the Seller of the notice from the Buyer of such objections, to resolve the disputed exceptions, such disputed exceptions will be referred to Deloitte & Touche LLP or another firm of independent certified public accountants (“Independent Accounting Firm”) mutually acceptable to the Seller and the Buyer.

• Upon completion of their determination of any Disputed Matters and, if necessary, revision of the Closing Financial Statements, the Closing Working Capital Report and the recalculation of the Closing Taxes Owing, the Buyer’s Accountants will advise the Buyer and the Seller in writing of their determination and recalculation (the “Accountants’ Determination”) and will use all reasonable efforts to do so within 30 days of the matters being referred to them.

• The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustment.

• If the Buyer fails to deliver to SAVVIS the Buyer’s Adjusted Net Working Capital Report within 30 calendar days following receipt of the Closing Working Capital Report or does not set forth any exceptions, the Buyer shall be deemed to have accepted the Closing Working Capital Report for the purposes of any adjustment to the Purchase Price under Section 3.4 and for all other purposes of this Agreement.

• The Closing Working Capital Report shall be prepared in the same manner as the October Working Capital Report and following the accounting principles, procedures, policies and methods employed in preparing the October Working Capital Report.

• During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies.