Net Trade Working Capital definition
Examples of Net Trade Working Capital in a sentence
The Pre-Closing Net Trade Working Capital Statement shall be substantially in the form of Schedule 2.07(b) and shall include supporting documentation for such estimate and any additional information reasonably requested by Buyer.
On or prior to the last day of the Review Period, Seller may object to the Actual Net Trade Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”).
The Pre-Closing Net Trade Working Capital Statement delivered to Buyer shall be prepared by Seller having reasonably consulted with Buyer.
The Independent Accountants shall make a determination as soon as practicable within 20 days (or such other time as Seller and Buyer shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Actual Net Trade Working Capital Statement and/or the actual Aggregate Net Trade Working Capital Adjustment Amount shall be conclusive and binding upon the parties hereto in the absence of manifest error.
At Closing, an amount equal to one billion six hundred and seventy five million dollars ($1,675,000,000), plus or minus, as applicable, the Estimated Aggregate Net Trade Working Capital Adjustment Amount shall be paid by wire transfer of immediately available funds by Buyer (or an Affiliate designated by Buyer) to Seller (either on behalf of itself or as agent for another Seller Company) to an account designated in writing by Seller to Buyer no later than two Business Days prior to the Closing Date.
At least five Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a statement (the “Pre-Closing Net Trade Working Capital Statement”) setting forth Seller’s good faith estimate of the Aggregate Net Trade Working Capital Adjustment Amount as of the Applicable Working Capital Date (the “Estimated Aggregate Net Trade Working Capital Adjustment Amount”), determined in accordance with the Net Trade Working Capital Rules.
If the Estimated Aggregate Net Trade Working Capital Adjustment Amount is a negative number, the amount payable at Closing pursuant to Section 2.07(a) will be decreased by an amount equal to such Estimated Aggregate Net Trade Working Capital Adjustment Amount.
If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Actual Net Trade Working Capital Statement and the Aggregate Net Trade Working Capital Adjustment Amount reflected in the Actual Net Trade Working Capital Statement shall be deemed to have been accepted by Seller.
If the Estimated Aggregate Net Trade Working Capital Adjustment Amount is a positive number, the amount payable at Closing pursuant to Section 2.07(a) will be increased by an amount equal to such Estimated Aggregate Net Trade Working Capital Adjustment Amount.
For example, if Sellers claim that the Net Trade Working Capital is $1,000 greater than the amount claimed by Buyer, if Buyer contests only $500 of such amount claimed by Sellers and if the Independent Accountant ultimately resolves the dispute by awarding Sellers $300 of the $500 so contested, then the fees, costs and expenses of the Independent Accountant will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Buyer and forty percent (40%) (i.e., 200 ÷ 500) to Sellers.