Examples of Closing Working Capital Value in a sentence
The Preliminary Statement shall include Buyer’s calculation of Closing Working Capital Value.
The Sellers shall pay to Buyer, within five (5) days following the filing of such Tax Returns by Buyer, an amount equal to the portion of their Taxes with respect to such Tax Returns which relates to any taxable period, or portion thereof, ending on or before the Closing Date, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date.
Not later than seventy-five (75) days after the Closing Date, Buyer shall deliver to Seller a statement of the Closing Working Capital Value (the “Preliminary Statement”).
All Pre-Paid Expenses to be included as current assets in the Closing Working Capital Value have been and will have been incurred solely in connection with the Business.
If the Purchaser disputes the identity of assets, valuation, and/or computations within the Final Closing Working Capital Value Statement the Purchaser may give written notice to the Stockholders of the dispute (a “Dispute Notice”) as quickly as reasonably practicable but in any event within 60 calendar days after its receipt of the Stockholders’ Final Closing Working Capital Value Statement.
For the purposes of the Agreement, Closing Working Capital Value shall be calculated as of 5.00 p.m. on the date of Closing.
For this purpose, Working Capital shall be determined in the same manner as Closing Working Capital Value and September Working Capital Value are determined for purposes of Schedule 1.1.
If the Purchaser does not so give a Dispute Notice within such time period, the Closing Working Capital Value within the Final Closing Working Capital Value Statement shall be deemed to have been accepted and agreed by the Purchaser.
The Stockholders and the Purchaser will each pay ½ of any fees and expenses of the Arbitrator in connection with their preparation of any Arbitration Closing Working Capital Value Statement and their determination of Closing Working Capital Value.
Any payment required by Section 4.1(B) to be paid by the Purchaser to the Stockholder, or by the Stockholders to the Purchaser, as the case may be, shall be so paid by wire transfer of immediately available funds, as promptly as reasonably practicable after the final agreement or determination of Closing Working Capital Value in accordance with the foregoing provisions.