Proposed Closing Working Capital definition

Proposed Closing Working Capital is defined in Section 2.6(a).

Proposed Closing Working Capital has the meaning set forth in Section 2.03(b) hereof.

Examples of Proposed Closing Working Capital in a sentence

• The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Proposed Closing Working Capital Statement and the Statement of Objections, respectively.

• If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Proposed Closing Working Capital Statement shall be deemed to have been accepted by Sellers as the Closing Working Capital Statement and Buyer’s determination of Closing Working Capital reflected therein shall be deemed to have been accepted by Sellers.

• The Proposed Closing Working Capital Statement and the Closing Working Capital, as adjusted by the Independent Accountants in accordance with this Section 2.06(b), shall constitute the Closing Working Capital Statement and Closing Working Capital for purposes of this Agreement.

• On or prior to the last day of the Review Period, Sellers may object to the Proposed Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”).

• The certificate shall be accompanied by the Closing Working Capital Statement as prepared by Buyer (the “Proposed Closing Working Capital Statement”), together with financial information and other documentation that supports Buyer’s determination of Closing Working Capital in the Proposed Closing Working Capital Statement.

• The Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement as mutually agreed to by Netsmart and the Securities Holders’ Representative or otherwise finally determined shall be referred to as the “Closing Balance Sheet” and the “Final Working Capital Determination”.

• Any item(s) on the Proposed Closing Balance Sheet or Proposed Closing Working Capital Statement not specifically identified in writing as a disputed item before the end of the Review Period, shall be deemed to have been accepted by the Securities Holders’ Representative and shall not be subject to any further dispute, review or change.

• The Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement shall be prepared in accordance with GAAP and shall be consistent with Past Practice.

• If Netsmart and the Securities Holders’ Representative mutually agree upon the Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement within the Resolution Period, such agreement shall be conclusive and binding on all parties.

• As promptly as practicable, but no later than 90 days after Closing, KPMG shall deliver to Seller and Purchaser its Proposed Closing Working Capital Schedule, together with a report to the effect that the Proposed Closing Working Capital Schedule presents fairly the Closing Working Capital in all material respects in accordance with GAAP or in accordance with the terms of this Agreement.