Final Closing Net Working Capital Statement definition

Final Closing Net Working Capital Statement means an unaudited statement of Closing Net Working Capital that is prepared by Buyer in accordance with the Accounting Principles, which will include a certification of Buyer’s calculation of the Closing Net Working Capital setting forth in reasonable detail Buyer’s basis therefor, as well as a certification of Buyer’s calculation of those amounts set forth in Section 2.6(e) below, if any.

Final Closing Net Working Capital Statement has the meaning set forth in Section 1.8(c)(ii).

Final Closing Net Working Capital Statement has the meaning set forth in Section 1.4 “General Intangibles” has the meaning set forth in Section 1.1.

Examples of Final Closing Net Working Capital Statement in a sentence

• If Shareholders’ Representative fails to deliver the Objections Statement before the expiration of the Review Period, the Final Closing Net Working Capital Statement and the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Company Expenses stated therein shall be conclusive and binding upon the Parties.

• If any or all of the objections raised in the Objections Statement are resolved within the Resolution Period, the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Closing Company Expenses and the Final Closing Net Working Capital Statement with such changes as are agreed upon in writing by Buyer and Shareholders’ Representative shall be final and binding on the Parties.

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• After receipt of the Final Closing Net Working Capital Statement, Shareholders’ Representative shall have thirty (30) days (the “Review Period”) to review the Final Closing Net Working Capital Statement.

• The Independent Accountant shall only decide the specific amounts under dispute and its decision for each Disputed Amount must be within the range of values assigned thereto in the Final Closing Net Working Capital Statement and the Objections Statement, respectively.

• On or prior to the last day of the Review Period, Shareholders’ Representative may object to the Final Closing Net Working Capital Statement by delivering to Buyer a written statement setting forth Shareholders’ Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for Shareholders’ Representative’s disagreement therewith (the “Objections Statement”).

• Buyer shall prepare the Final Closing Net Working Capital Statement in good faith, based on books and records of the CryoScience Business, in accordance with GAAP and the Accounting Policies.

• If any such notice of disagreement is timely provided, Buyer and the Sellers shall use their commercially reasonable efforts for a period of twenty (20) Business Days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of any amounts set forth on the Final Closing Net Working Capital Statement (and which were previously identified in writing by Sellers pursuant to the first sentence of this clause (iii)).

• If the Sellers do not provide such notice of disagreement within the thirty (30) Business Day period, the Sellers shall be deemed to have accepted the Final Closing Net Working Capital Statement and the calculation of all amounts set forth therein, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer, the Sellers or their respective Affiliates absent manifest error or fraud.

• Any dispute with respect to the Final Closing Net Working Capital Statement will not affect any undisputed amounts in the Final Closing Net Working Capital Statement or the related payments contemplated by this Section 2.02(c).