Examples of Company Net Working Capital Shortfall in a sentence
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.
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.
The Reviewing Accountant’s calculation of the Company Closing Debt, 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.
After review of the calculation of such Company Net Working Capital Shortfall and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital as at the Closing Date and such determination shall be final and binding on the parties and, if required pursuant to the determination of the Reviewing Accountant, Sellers will promptly surrender the appropriate number of Initial Shares as determined in accordance with Section 1.5(a) above.
In no event shall Seller be required to indemnify Buyer for Damages that, in aggregate, are in excess of an amount equal to US$136,000,000 minus the Company Net Working Capital Shortfall, except in the case of any matters listed in Section 12.2(a)(ix), for which Seller shall be liable for the full amount of any Damages resulting therefrom without limitation.
For avoidance of doubt, the immediately preceding sentence shall not apply to any claim made by Parent in accordance with (i) Section 2.08(e) relating to a Company Net Working Capital Shortfall, a Company Transaction Expenses Excess or a Company Debt Excess and (ii) Section 9.02(a)(iii).
After review of the calculation of such Claimed Company Net Working Capital Shortfall and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties.