Examples of Final Statement of Net Working Capital in a sentence
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.
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).
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).
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.
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.
As of the Closing Date, the Company will have no Debt other than (i) Debt categorized as current liabilities and reflected in the Final Statement of Net Working Capital or (ii) Debt as scheduled on Section 3.5 of the Company Disclosure Schedule.
The “Final Net Working Capital” will be the calculation of the Net Working Capital set forth in the Final Statement of Net Working Capital.
If the Purchase Price as calculated using the Closing Date Net Working Capital set forth in the Final Statement of Net Working Capital is less than the Closing Payment, Sellers shall, within five Business Days after the Final Statement of Net Working Capital becomes final pursuant to Section 1.3, pay to Buyer the amount by which Purchase Price is less than the sum of the Closing Payment.