Examples of Net Working Capital in a sentence
The Determination shall reflect in detail the differences, if any, between Closing Liabilities and Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses reflected therein and Closing Liabilities and Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses set forth in the Closing Date Schedule.
In calculating Closing Liabilities and Debt, Closing Net Working Capital Amount and Unpaid Company Transaction Expenses, (x) the Accounting Firm shall be limited to addressing any particular disputes referred to in the Dispute Notice and (y) each such amount shall be no greater than the higher corresponding amount calculated by the Stockholders Representative or Parent and no lower than the lower corresponding amount calculated by the Stockholders Representative or Parent.
The Estimated Net Working Capital Deficit, if any, shall not be greater than Twelve Million Dollars ($12,000,000).
The scope of the disputes to be resolved by the Accounting Firm shall be limited to (A) whether the Closing Statement and the calculations thereon were prepared in a manner consistent with the methodologies and principles utilized to prepare the Illustrative Net Working Capital Schedule with respect to matters that were submitted for resolution to the Accounting Firm, (B) whether there were mathematical errors in the Closing Statement and (C) the fees and expenses allocation pursuant to Section 2.06(f).
For the avoidance of doubt, and notwithstanding anything to the contrary in this Agreement, none of Cash, Indebtedness, Transaction Expenses or Net Working Capital shall include any Liabilities for Taxes of the Company Group (including the employer share of any payroll or similar Taxes payable by the Company Group or any other Person with respect to the Transactions).