Examples of Net Working Capital Calculation Schedule in a sentence
At least five (5) Business Days prior to the First Closing, Seller shall deliver to Parent a statement setting forth Seller’s good faith estimate of the Closing Balance Sheet and the Closing Net Working Capital in accordance with the form of Net Working Capital Calculation Schedule attached hereto (such estimate, the “Estimated Closing Net Working Capital” and such statement, the “Estimated Closing Statement”).
The Accounting Firm shall be instructed in writing by the Buyer and Seller’s Representative that the Accounting Firm must accept the Proposed Final Balance Sheet and Proposed Final Closing Statement except to the extent that any item was not calculated in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or reflects mathematical errors.
The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors.
The Net Working Capital Calculation Schedule set forth in Exhibit A of the Purchase Agreement is hereby deleted in its entirety and replaced with the Net Working Capital Calculation Schedule attached hereto as Exhibit B.
The good faith estimate of Closing Net Working Capital will consist solely of the line items set forth in the Net Working Capital Calculation Schedule and no assets or liabilities included in the Net Working Capital Calculation Schedule will be reclassified to a different line item in the good faith estimate of Closing Net Working Capital.