Final Statement of Net Working Capital definition

Final Statement of Net Working Capital means a Schedule of the Business’ Net Working Capital as of the Closing Date prepared in a manner consistent with the calculation of the Net Working Capital Threshold Amount.

Final Statement of Net Working Capital shall have the meaning set forth in Section 2.10(b) hereof.

Final Statement of Net Working Capital shall be (i) the Net Working Capital Statement in the event that (A) no Net Working Capital Objection is delivered to Buyer during the initial 30-day period specified above with respect thereto or (B) the Company and the Buyer so agree, (ii) the Net Working Capital Statement, adjusted in accordance with the Net Working Capital Objection, in the event that (A) Buyer does not respond to the Net Working Capital Objection during the 30-day period specified above following receipt by Buyer of the Net Working Capital Objection or (B) the Company and the Buyer so agree or (iii) the Net Working Capital Statement, as adjusted pursuant to the agreement of the Buyer and the Company or as adjusted by the CPA Firm together with any other modifications to the Net Working Capital Statement agreed upon by the Company and the Buyer.

Examples of Final Statement of Net Working Capital in a sentence

• Buyer agrees to provide, or cause to be provided, to Seller or its designated representatives materials or information in its possession in order for Seller to review the preparation of the proposed Final Statement of Net Working Capital and the computation of the proposed Final Net Working Capital Adjustment.

• Seller shall have a period of thirty (30) days following delivery to it of the proposed Final Statement of Net Working Capital to review, at the expense of the Seller, the proposed Final Statement of Net Working Capital and the computation of the proposed Final Net Working Capital Adjustment.

• If, based on the Buyer’s calculations, the proposed Final Statement of Net Working Capital contains a proposed Final Net Working Capital Adjustment that results in an increase to the Purchase Price (as compared to the Estimated Statement of Net Working Capital), the Buyer will pay in cash that increased amount to the Seller at the time the proposed Final Statement of Net Working Capital is delivered in accordance with this Section 1.6(b).

• The Statement of Net Working Capital, as modified by resolution of any disputed items between TWDC and Spinco or by the Independent Accounting Firm, shall be deemed the Final Statement of Net Working Capital.

• The Accounts Receivable reflected on the Estimated Statement of Net Working Capital will be: (i) valid receivables, (ii) not subject to any existing valid counterclaims or setoffs, and (iii) collectible within ninety (90) days following Closing, except to the extent of any bad debt reserve reflected on the Final Statement of Net Working Capital.

• Buyer shall deliver a statement of such allocation (“Statement of Allocation”) to Seller within ten (10) days from the date the Final Statement of Net Working Capital is finalized.

• As promptly as possible following the close of business on the Closing Date, but in no event later than ninety (90) days after the Closing Date, the Buyer shall prepare a proposed Final Statement of Net Working Capital, which shall be consistent with the calculation of the Net Working Capital Threshold Amount (including the stated amount of reserves).

• In the event that Seller does not provide written notice to Buyer within such thirty (30) day period that Seller disagrees with the proposed Final Statement of Net Working Capital and/or the computation of the proposed Final Net Working Capital Adjustment (“Notice of Disagreement”), then such Final Statement of Net Working Capital shall be deemed final.

• For purposes of clarity, the parties acknowledge and agree that in the event that Seller has overlooked the accrual of a trade accounts payable or the accrual of an expense or operating liability for the Business under Sections 1.5(a) (ii) or (iii) on the Estimated Statement of Net Working Capital, Seller shall be entitled to submit to Buyer such accrual for inclusion on the Final Statement of Net Working Capital.

• If Spinco fails to notify TWDC of any such dispute within such 30 day period, the Statement of Net Working Capital delivered to Spinco shall be deemed to be final, conclusive and binding on the Parties (the "Final Statement of Net Working Capital").

More Definitions of Final Statement of Net Working Capital

Final Statement of Net Working Capital has the meaning set forth in SECTION 2.6(C).

Final Statement of Net Working Capital is defined in Section 2.6.4.