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

• As used herein, "Final Closing Net Working Capital Statement" shall mean either (x) the Proposed Closing Net Working Capital Statement as mutually agreed to by the parties or (y) in the event of any dispute resolved by the Firm, the Proposed Closing Net Working Capital Statement as amended and restated by the Firm.

• 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.

• Other than product warranty claims arising in the ordinary course of business, no amount of such accounts receivable is contingent upon the future performance by Sellers of any obligation and, other than as reflected on the Reference Balance Sheet or the Final Closing Net Working Capital Statement, no agreement for deduction or discount has been made with respect to any such accounts receivable.

• 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.

• 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.

• Purchaser or Seller Group, as applicable, shall within ten (10) business days following determination of the Final Closing Net Working Capital Statement, wire transfer funds in the amount of the difference between the Purchase Price and the Closing-Adjusted Purchase Price.

• Any such amounts determined to be payable pursuant to the Final Closing Net Working Capital Statement shall be paid to the Sellers (or any of them), on the one hand, or Buyer, on the other hand, pursuant to Section 2.02(c)(iii) (the “Final Closing Net Working Capital Payment”).

• 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”).

• If Shareholders’ Representative delivers the Objections Statement before the expiration of the Review Period, then any element of Buyer’s Final Closing Net Working Capital Statement that is not in dispute on the date such Objections Statement is given shall be treated as final and binding, and Buyer and Shareholders’ Representative shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Objections Statement (the “Resolution Period”).

• 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.