Net Working Capital Dispute Notice definition

Net Working Capital Dispute Notice shall have the meaning assigned to it in Section 1.8(c).

Net Working Capital Dispute Notice has the meaning set forth in Section 2.6(b)(ii).

Net Working Capital Dispute Notice is defined in Section 1.10(b)(i). “Net Working Capital Dispute Period” is defined in Section 1.10(b)(i). “Net Working Capital Excess” is defined in Section 1.10(d). “Net Working Capital Shortfall” is defined in Section 1.10(d). “Net Working Capital Statement Delivery Date” is defined in Section 1.10(b)(i). “Net Working Capital Target” means One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000). “NYSE” means the New York Stock Exchange and any successor stock exchange or inter- dealer quotation system (or any other tier or market thereof on which the securities of Holdings may at any time be listed).

Examples of Net Working Capital Dispute Notice in a sentence

• If no Net Working Capital Dispute Notice is received by Buyer within such thirty (30) day period, the Buyer’s calculation of the Closing Date Net Working Capital as set forth in the Buyer’s Report shall be final and binding upon the parties hereto.

• Seller and Buyer will give each other and their respective representatives reasonable access during normal business hours and upon reasonable notice to the personnel, books and records of the Seller and its Affiliates, on the one hand, and the Buyer and its Affiliates, on the other hand, relating to the Closing Date Net Working Capital to assist Buyer in the preparation of the Buyer’s Report and to assist Seller in the preparation of any Net Working Capital Dispute Notice.

• If Seller delivers a Net Working Capital Dispute Notice to Buyer prior to the expiration of the Net Working Capital Review Period, then Buyer and Seller shall use commercially reasonable efforts to reach an agreement on the Disputed Amounts.

• These include self-selection of opportunities for constructive work, care of environment and care of self and others in the community.

• If they are unable to resolve the dispute within 30 days after delivery of the Net Working Capital Dispute Notice, then the dispute shall be submitted to the Arbitrator to determine matters in dispute.

• If the Purchaser and the Owner are unable to resolve the Net Working Capital Dispute within thirty (30) calendar days after the Purchaser’s receipt of a Net Working Capital Dispute Notice, then the Purchaser and the Owner will jointly engage the Arbitrating Accountant to arbitrate the Net Working Capital Dispute.

• If the Stockholder Representative does not deliver a Net Working Capital Dispute Notice to Parent during such 30-day period, the Parent Net Working Capital Statement will be deemed to be accepted in the form presented to the Stockholder Representative.

• If the Stockholder Representative timely delivers a Net Working Capital Dispute Notice and Parent and the Stockholder Representative do not agree, within 15 days after timely delivery of the Net Working Capital Dispute Notice, to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm.

• If the Owner delivers a Net Working Capital Dispute Notice to the Purchaser within the Net Working Capital Dispute Period, then the Purchaser and the Owner will attempt to resolve the Net Working Capital Dispute and agree in writing upon the final amount of the Closing Net Working Capital within thirty (30) calendar days after the Purchaser’s receipt of a Net Working Capital Dispute Notice.

• In the event of such a dispute and delivery of the Net Working Capital Dispute Notice, Acquiror and Seller shall first use diligent good faith efforts to resolve such dispute.