Final Closing Working Capital Amount definition

Final Closing Working Capital Amount and the Closing Working Capital Statement agreed to by the Parties shall be deemed to be the “Final Closing Working Capital Statement.”

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Final Closing Working Capital Amount means the Closing Working Capital Amount calculated on the basis of the Final Closing Date Balance Sheet.

Final Closing Working Capital Amount has the meaning set forth in Section 1.04(b).

Examples of Final Closing Working Capital Amount in a sentence

Such adjustment amount (after taking into account any adjustment previously made to the Purchase Price pursuant to Section 1.3(b)) shall be paid by Seller to Buyer, in the case of a reduction to the Purchase Price, or by Buyer to Seller, in the case of an increase in the Purchase Price, within three (3) Business Days of the final determination of the Final Closing Working Capital Amount in immediately available funds to an account designated by the recipient.
If Seller objects to the Audited Closing Balance Sheet by written notice to Purchaser within such 15-business day period, which notice shall contain Seller's calculation of what it believes to be the Final Closing Total Assets and the Final Closing Working Capital Amount then Purchaser and Seller will promptly meet to resolve any differences regarding the Audited Closing Balance Sheet.
All material Taxes due and payable by the Target Companies prior to the Closing have been, or will have been, paid in full prior to the Closing or accrued as a Current Liability in the Final Closing Working Capital Amount.
If the parties resolve such dispute, then the Closing Working Capital agreed to by the parties shall be deemed, respectively, to be the Final Closing Working Capital Amount.

More Definitions of Final Closing Working Capital Amount

Final Closing Working Capital Amount is defined in Section 2.4(c).

Final Closing Working Capital Amount means the Closing Working Capital Amount, as deemed final, binding, and conclusive in accordance with Section 2.06.

Final Closing Working Capital Amount and/or final amounts of the Closing Date Indebtedness, Closing Cash, and/or the unpaid Seller Transaction Expenses, as the case may be, for purposes of this Agreement.

Final Closing Working Capital Amount means (i) the Closing Working Capital Amount as set forth on the Closing Working Capital Statement if the Stockholder Representative accepts the Closing Working Capital Statement as delivered or does not deliver a Notice of Objection during the Objection Period, or (ii) the Closing Working Capital Amount determined pursuant to Section 1.6(d) above, if the Stockholder Representative delivers a Notice of Objection. The Closing Working Capital Adjustment shall be adjusted based on such Final Closing Working Capital Amount, if necessary, as set forth in Sections 1.6(f) and (g) below.

Final Closing Working Capital Amount means the Closing Working Capital Amount, as deemed final, binding, and conclusive in accordance withSection 2.08. “Final Closing Working Capital Adjustment Amount” means the dollar amount, which may be a negative number, equal to the Final Closing Working Capital

Final Closing Working Capital Amount and the Closing Working Capital Statement, as adjusted to reflect such determination, shall be deemed to be the “Final Closing Working Capital Statement”. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. In determining the Final Closing Working Capital Amount and the Final Closing Working Capital Statement, the Neutral Accountant shall act as an expert and not as arbitrator, and the Neutral Accountant’s authority is limited to resolving disputed issues of fact (and not law). The procedures set forth in this Section 1.4 concerning the determination of the Final Closing Working Capital Amount and the Final Closing Working Capital Statement shall be governed by the law of expert determination and appraisal rather than the law of arbitration.

Final Closing Working Capital Amount means the Working Capital Amount as finally determined (a) as set forth in the Final Statement delivered by the Buyer and accepted by the Sellers, whether expressly or by their failure to timely deliver a written notice of dispute in accordance with Section 2.4(b); (b) as finally determined by the Accounting Firm pursuant to Section 2.4(b); (c) as set forth in the Estimated Closing Statement or as determined by the Independent Accounting Firm under Section 2.4(c); or (d) as agreed in any written agreement between the Buyer and JI.