Final Working Capital Deficiency shall have the meaning ascribed in Section 2.6(b).
Final Working Capital Deficiency means the extent, if any, to which the Target Working Capital exceeds the Final Closing Date Working Capital.
Final Working Capital Deficiency. If the Final Net Working Capital is greater than the Target Working Capital Maximum, such excess shall be referred to as the “Final Working Capital Overage”. The Final Closing Statement shall be prepared in accordance with the Accounting Principles and shall, except as explicitly set forth in the Accounting Principles (A) not include any changes in assets or liabilities as a result of purchase accounting or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement (the “Transactions”), (B) be based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing (but including any liabilities or obligations existing prior to the Closing that may be triggered solely by the Closing), (C) not reflect, directly or indirectly, any additional reserve or accrual that is not reflected in the latest Company Financial Statements, (D) calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (E) not give effect to the Transactions or any financing obtained or to be obtained by Buyer or any of its Affiliates (including the Company following the Closing) or any other transaction entered into by Buyer or any of its Affiliates (including the Company following the Closing) or any other facts unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. The Parties agree that the purpose of preparing the Final Closing Statement and determining the Final Net Working Capital and the related Closing Date Consideration adjustment contemplated by this Section 2.3 is to measure the amount of change (if any) between the Estimated Closing Statement and the Final Closing Statement, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Final Closing Statement or determining the Final Net Working Capital, the Final Closing Cash Balance, the Final Company Debt and the Final Selling Expenses. If Buyer does not deliver the Final Closing Statement to Seller Representative within ninety (90) days after the Closing Date, then, at the election of Seller Representative, either (x)...
Examples of Final Working Capital Deficiency in a sentence
The Tax Allocation Statement as attached hereto shall be final and binding on the parties hereto, other than for those components which are finally determined in the final determination of Final Working Capital Surplus or Final Working Capital Deficiency, which such amounts, as so finally determined, shall be final and binding upon the parties hereto.
The amount, if any, by which the amount of the total current liabilities exceeds the amount of the total current assets of the Newspapers as set forth on the Final Working Capital Statement is referred herein as the "Final Working Capital Deficiency".
More Definitions of Final Working Capital Deficiency
Final Working Capital Deficiency shall exist when (and shall be equal to the amount by which) the Target Working Capital exceeds the Final Working Capital.
Final Working Capital Deficiency respectively and as applicable. If the Representative delivers the 28 Objection Notice within such thirty day (30) period, then Pioneer Investment and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed fifteen (15) days from the date of delivery of the Objection Notice. The Representative shall afford Pioneer Investment and the Surviving Entity and their representatives the opportunity to examine any Objection Notice, and such supporting schedules, analyses, workpapers, and other underlying records or documentation as are reasonably requested and necessary and appropriate. The Representative shall cooperate with Pioneer Investment, the Surviving Entity and their representatives in such examination, including providing answers to questions asked by Pioneer Investment, the Surviving Entity and their representatives and promptly making available to Pioneer Investment, the Surviving Entity and their representatives any copies of records reasonably requested and necessary and appropriate. If at the end of the fifteen day (15) period there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to a nationally recognized accounting firm to be selected jointly by the Representative and Pioneer Investment within the following five (5) Business Days (such jointly selected accounting firm the “Referee”). The Referee shall be jointly instructed by the Parties to determine any unresolved items of the Final Balance Sheet, Final Cash, Final Debt, Final Working Capital and Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such workpapers and other documents and information relating to such objections as the Referee may request and are available to that Party or its subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any objection that remains in dispute, the Referee shall not assign a value to such objection that is greater than the greatest value for such objection claimed by any Party or less than the smallest value ...