Final Closing Net Working Capital Amount means an amount equal to the product of (a) (i) the Net Book Value of the current assets of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule, including all cash located in the Subject Equipment as reflected in the full service change fund, less (ii) the Net Book Value of the current liabilities of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule, in each case, as of the Final Closing Date and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Final Closing Financial Information and the Agreed Financial Methodology, multiplied by (b) the Final Closing Volume Percentage.
Final Closing Net Working Capital Amount has the meaning specified in Section 2.5(d).
Final Closing Net Working Capital Amount shall be the final, binding and nonappealable amount of Closing Net Working Capital pursuant to the terms of this Section 1.11. If the Estimated Net Working Capital Surplus, if any, is greater than the Final Net Working Capital Surplus, if any, or if the Final Net Working Capital Deficit, if any, is greater than the Estimated Net Working Capital Deficit, if any, then within five (5) Business Days after such final determination, Parent and the Stockholder Representative shall direct the Escrow Agent to deliver to Parent from the Escrow Fund an aggregate amount of cash equal to the amount of such excess (the “Post-Closing Net Working Capital Deficit Amount”). If the Estimated Net Working Capital Surplus, if any, is less than the Final Net Working Capital Surplus, if any, or if the Final Net Working Capital Deficit, if any, is less than the Estimated Net Working Capital Deficit, if any, then within five (5) Business Days after such final determination, Parent shall deliver to the Escrow Agent an aggregate amount of cash equal to the amount of such excess (the “Post-Closing Net Working Capital Surplus Amount”) for deposit into the Escrow Fund with such excess amount to be released in accordance with the terms of the Escrow Agreement.
Examples of Final Closing Net Working Capital Amount in a sentence
Notwithstanding anything to the contrary in this Agreement, (x) Xxxxxxx shall not be required to indemnify any JV Entity Group Member for any Losses to the extent the liability underlying such Losses was included as a current liability in the computation of the Final Closing Net Working Capital Amount and (y) it is intended that the provisions of this Agreement will not result in a duplicative payment of any amount required to be paid under this Agreement, and this Agreement shall be construed accordingly.
Seller shall pay any Taxes shown as due on such Pre-Closing Tax Returns, to the extent such amount exceeds the amount of such Taxes reflected as a liability in the calculation of the Final Closing Net Working Capital Amount, as finally determined pursuant to Section 1.2 and which resulted in a specific reduction in the Share Purchase Price payable by Buyer hereunder.
More Definitions of Final Closing Net Working Capital Amount
Final Closing Net Working Capital Amount means an amount equal to the product of (a) (i) the Net Book Value of the current assets of the portion of the Business conducted at the Final Closing Facilities and listed on Section B-2 of the Disclosure Schedule, less (ii) the Net Book Value of the current liabilities of the portion of the Business conducted at the Final Closing Facilities and listed on Section B-2 of the Disclosure Schedule, in each case, as of the Final Closing Date and determined in accordance with the guidelines set forth on Section B-1 of the Disclosure Schedule and in accordance with the Final Closing Financial Information and the Agreed Financial Methodology, multiplied by (b) the Final Closing Volume Percentage.
Final Closing Net Working Capital Amount shall be the final, binding and nonappealable amount of Closing Net Working Capital pursuant to the terms of this Section 1.11. If the Estimated Closing Net Working Capital Surplus is greater than the Final Closing Net Working Capital Surplus, then within five (5) Business Days after such final determination, Parent and the Stockholder Representative shall direct the Escrow Agent to deliver to Parent from the Escrow Fund an aggregate amount of cash equal to the amount of such excess (the “Post-Closing Net Working Capital Adjustment Amount”).
Final Closing Net Working Capital Amount means (i) if the Stockholder Representative does not provide a timely Adjustment Dispute Notice to Buyer in accordance with the terms hereof, the Net Working Capital set forth on the Final Adjustment Statement in the form initially provided by Buyer to the Stockholder Representative pursuant to Section 2.8(b), (ii) if any disputed matters regarding the Net Working Capital set forth on the Final Adjustment Statement are duly submitted to the Independent Accounting Firm, the Net Working Capital set forth on the Final Adjustment Statement initially provided by Buyer to the Stockholder Representative pursuant to Section 2.8(b), as adjusted to reflect any disputed matters resolved by Buyer and the Stockholder Representative in writing and the Independent Accounting Firm’s resolution of the remaining disputed matters in accordance with the terms hereof, or (iii) in any event, the Final Closing Net Working Capital Amount as agreed to by Buyer and the Stockholder Representative in writing. Once determined in accordance with the terms hereof, the Final Closing Net Working Capital Amount shall be final and binding on the parties hereto, the Stockholders and the Bonus Plan Participants.