Final Aggregate Net Working Capital Amount definition

Final Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(b).

Final Aggregate Net Working Capital Amount. If, within forty-five (45) days following delivery of such worksheet and supporting documentation, Seller objects in writing thereto to Buyer (describing in reasonable detail the specific line items and values that are in dispute and the reasons for such dispute, and proposing alternative values with respect to such specific line items) such Proposed Aggregate Net Working Capital Amount shall be subject to the objection and resolution provisions set forth in Section 2.6(e) below.

Final Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(b). “Final Purchase Price” has the meaning set forth in Section 2.02. “Financial Closing Date” means August 23, 2011. “Financial Statements” has the meaning set forth in Section 3.21. “FPA” means the Federal Power Act, as amended. “GAAP” has the meaning set forth in Section 1.02(c).

Examples of Final Aggregate Net Working Capital Amount in a sentence

• If within ten (10) days following delivery of such worksheet and supporting documentation, Purchaser does not object in writing thereto to Seller, then the Proposed Aggregate Net Working Capital Amount submitted by Seller pursuant to this Section 2.04(c) shall constitute the Final Aggregate Net Working Capital Amount.

• The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the Final Aggregate Net Working Capital Amount as of the Closing Date only (prepared on the same basis used to prepare the Estimated Aggregate Net Working Capital Amount).

• Should such negotiations not result in an agreement as to the Final Aggregate Net Working Capital Amount within such twenty (20) day period (or such longer period as Purchaser and Seller may mutually agree), then either Party may submit such disputed items and values to the Neutral Auditor.

• Any such net excess or deficit payment in respect of the Final Aggregate Net Working Capital Amount will be due and payable within fifteen (15) days after the Final Aggregate Net Working Capital Amount is finally determined as provided in this Section 2.04 and will be payable by wire transfer of immediately available funds to such account or accounts as shall be specified by Purchaser or Seller, as applicable.

• Should such negotiations not result in an agreement as to the Final Aggregate Net Working Capital Amount within such twenty (20) day period (or such longer period as Purchaser and Seller may mutually agree), then either Purchaser or Seller may submit such disputed items and values to the Neutral Auditor.

• The Base Purchase Price shall be subject to adjustment to reflect the Final Aggregate Net Working Capital Amount (whether a positive or a negative amount) in accordance with Section 2.04 and may otherwise be adjusted in accordance with Section 5.06 (such adjusted amount, the “Final Purchase Price”).

• Should such negotiations not result in an agreement as to the Final Aggregate Net Working Capital Amount within such ten (10)-day period (or such longer period as Purchaser and Seller may mutually agree), then either Party may submit any remaining Disputed Items that were set forth in the applicable notice of objection to the Neutral Auditor.

• In addition to the foregoing, prior to the Closing, any liability of an Acquired Company to Seller or a Non-Acquired Company Affiliate, or any receivable from an Acquired Company to Seller or a Non-Acquired Company Affiliate, shall be satisfied or otherwise eliminated in full, except for any outstanding invoices that are payable by an Acquired Company in the ordinary course of business and that are included in the Final Aggregate Net Working Capital Amount.

• The Neutral Auditor, acting as an expert and not an arbitrator, shall be directed to, as promptly as practicable, but in any event within thirty (30) days after being retained, make a determination as to each Disputed Item and the value to be ascribed thereto, and using those values (together with all other values set forth in the Closing Adjustment Statement that were not submitted to the Neutral Auditor) determine the Final Aggregate Net Working Capital Amount.

• Neither any Holdco nor any Project Company has material Liabilities that would be required to be reflected or reserved against in an audited balance sheet (or disclosed in the accompanying footnotes thereto) of the Business prepared in accordance with GAAP, except for Liabilities (a) set forth, reflected in, reserved against or disclosed in the Financial Statements, (b) set forth on in Schedule 4.02 or (c) included in the Final Aggregate Net Working Capital Amount.