Final Closing Date Working Capital Statement definition

Final Closing Date Working Capital Statement means the Closing Date Working Capital Statement in the form that it becomes final under Sections 2.3(d), 2.3(e) or 2.3(f), as applicable.

Final Closing Date Working Capital Statement shall have the meaning set forth in Section 2.4(b).

Final Closing Date Working Capital Statement prepared in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements and in a manner consistent with Exhibit B. The Final Closing Date Working Capital Statement shall be accompanied by Buyer’s calculation of each component of the amount of the Net Working Capital as of the Closing Date (the “Final Working Capital”). The Final Working Capital shall be determined in accordance with the methodology set forth in Exhibit B. During the 30-Business Day period from and after delivery of the Final Closing Date Working Capital Statement, Buyer shall permit Seller and Parent and their accountants to review, during normal business hours and upon reasonable advance written notice, the relevant portions of work papers and other documents that are reasonably necessary for Seller’s and Parent’s review of Buyer’s calculation of the Final Working Capital.

Examples of Final Closing Date Working Capital Statement in a sentence

• In resolving any disputed item, the Arbitrating Accountant may not assign a value to such item greater than the greatest value for such item claimed by either party in the Final Closing Date Working Capital Statement or Dispute Notice or less than the lowest value for such item claimed by either party in the Final Closing Date Working Capital Statement or Dispute Notice.

• For purposes of the Arbitrating Accountant’s determination, the amounts to be included shall be the appropriate amounts from the Final Closing Date Working Capital Statement with respect to items that are not in dispute, and the amounts determined by the Arbitrating Accountant, with respect to items that are submitted for resolution by the Arbitrating Accountant.

• During the 30-Business Day period from and after delivery of the Final Closing Date Working Capital Statement, Buyer shall permit Seller and Parent and their accountants to review, during normal business hours and upon reasonable advance written notice, the relevant portions of work papers and other documents that are reasonably necessary for Seller’s and Parent’s review of Buyer’s calculation of the Final Working Capital.

• Seller shall have 30 Business Days after the date Buyer delivers the Final Closing Date Working Capital Statement (the “Dispute Period”) to dispute any of the elements of, or amounts reflected on, the Final Closing Date Working Capital Statement and affecting the calculation of the Final Working Capital (a “Dispute”).

• The Arbitrating Accountant’s function shall be to conform the Final Closing Date Working Capital Statement and the Final Working Capital to the requirements of this Section 2.4. The Arbitrating Accountant shall allow Buyer and Seller (or Parent) to present their respective positions regarding the Dispute.

• If Buyer and Seller agree as to the content of the Final Closing Date Working Capital Statement within such 30-day period, the Final Working Capital as so agreed shall be final and binding upon the Parties.

• During the 30-day period following delivery of the Dispute Notice, Buyer and Seller shall use commercially reasonable efforts in good faith to resolve the Dispute and agree in writing upon the final content of the disputed Final Closing Date Working Capital Statement.

• Upon the resolution of all Disputes, the Final Closing Date Working Capital Statement shall be revised to reflect the resolution and the Net Working Capital amount set forth thereon and shall be treated as the Final Working Capital.

• The Final Closing Date Working Capital Statement shall be accompanied by Buyer’s calculation of each component of the amount of the Net Working Capital as of the Closing Date (the “Final Working Capital”).

• If Seller does not give written notice to Buyer of a Dispute (a “Dispute Notice”) within the Dispute Period, the Final Closing Date Working Capital Statement shall be deemed accepted and agreed to by Seller in the form in which it was delivered, and the Final Working Capital set forth therein shall be final and binding upon the parties hereto.

More Definitions of Final Closing Date Working Capital Statement

Final Closing Date Working Capital Statement. Section 2.01(h) "Final Working Capital" Section 2.01(h) "Financial Advisor" Section 3.20 "Financial Statements" Section 3.06(a) "Financing Commitments" Section 4.06 "GAAP" means generally accepted United States accounting principles as of the date hereof. "General Survival Date" Section 8.01 "Governmental Body" Section 3.03(a)

Final Closing Date Working Capital Statement setting forth the computation of the Final Closing Date Working Capital derived therefrom, which shall be prepared in accordance with Schedule 2.4(a), the Transaction Costs, the Closing Cash and the Funded Indebtedness, each as of on the Closing Date, and shall set forth the Buyer’s proposed adjustment, if any, of the Closing Consideration as contemplated by Section 2.4(d) (the “Notice of Adjustment”).