Examples of Company Net Working Capital Shortfall in a sentence
For clarity, the process set forth in this Section 2.4 shall be the exclusive remedy of Parent for disputes related to calculation of the Company Closing Debt, Company Net Working Capital Surplus (if any) and Company Net Working Capital Shortfall (if any), the Parent Post-Closing Statement, the Notice of Objection and any amounts set forth therein.
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The “Calculated Amount” means (i) the Company Closing Cash, plus (ii) the Company Net Working Capital Surplus (if any), minus (iii) Company Closing Debt, minus (iv) and Company Net Working Capital Shortfall (if any).
The Reviewing Accountant’s calculation of the Company Closing Debt, 15 Company Net Working Capital Surplus (if any) and Company Net Working Capital Shortfall (if any) shall be, with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Parent or the Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Representative, as the case may be.
If the amount of the Estimated Net Working Capital Shortfall is less than the actual Company Net Working Capital Shortfall (as determined by reference to the actual Company Net Working Capital) as finally determined in accordance with Section 1.14) (such difference, the “Working Capital Shortfall Deficit”), the Company Securityholders shall pay to Acquiror the Working Capital Shortfall Deficit pursuant to the indemnification provisions set forth in ARTICLE 8.
In the event that the Reviewing Accountant determines that there is a Company Net Working Capital Surplus or a Company Net Working Capital Shortfall, the parties shall promptly deliver or surrender the appropriate number of Base Shares in accordance with the Reviewing Accountant’s determination and Section 1.13(b) above.