Proposed Final Working Capital definition

Proposed Final Working Capital has the meaning set forth in Section 2.4.
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Proposed Final Working Capital is defined in Section 3.2.
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Proposed Final Working Capital. The Purchaser shall also promptly deliver such other documentation or information as reasonably requested by the Seller to verify the Working Capital information delivered to the Seller and the Proposed Final Working Capital. Within thirty (30) calendar days of the Seller’s receipt of such Proposed Final Working Capital, the Seller may give written notice to the Purchaser that it disputes certain items contained in any of the Proposed Final Working Capital (the “Dispute Notice”), which shall specify in reasonable detail the dollar amount of any objection and basis therefore; provided, however, that if the Seller does not deliver a Dispute Notice by such date, the Seller will be deemed to have accepted such Proposed Final Working Capital and the Proposed Final Working Capital shall be final and binding on the Purchaser and the Seller. Upon timely delivery of the Dispute Notice, the Purchaser and the Seller agree to confer in good faith with regard to the disputed items and an appropriate adjustment to the Proposed Final Working Capital shall be made to the extent agreed upon by the Purchaser and the Seller. If within twenty (20) Business Days after delivery of a Dispute Notice, the Purchaser and the Seller are unable to resolve the matter, either of them may within twenty (20) Business Days after the end of the previous twenty (20) Business Day period notify in writing the other party of its intention to submit the dispute to arbitration. Within ten (10) Business Days after receipt of such notice, the Seller and the Purchaser shall in good faith jointly select an arbitrator with expertise in accounting, the Accounting Standards and GAAP and experience resolving financial disputes (the “Arbitrator”), who shall adjudicate only those items still in dispute with respect to the Proposed Final Working Capital. If the Seller and the Purchaser cannot agree on an Arbitrator, the Arbitrator shall be PricewaterhouseCoopers LLP. The Purchaser and the Seller shall have the opportunity to provide written submissions regarding their positions on the disputed matters, which written submissions shall be provided to the Arbitrator, if at all, no later than fifteen (15) Business Days after the date of referral of the disputed matters to the Arbitrator. The Arbitrator shall deliver a written report resolving only the disputed matters and setting forth the basis for such resolution within thirty (30) Business Days after the Purchaser and the Seller have submitted in writing (or...
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Examples of Proposed Final Working Capital in a sentence

  • If Buyer fails to timely deliver the Proposed Final Working Capital Statement within ten (10) days after Seller shall have notified Buyer that it has not timely delivered the Proposed Final Working Capital Statement, the Estimated Working Capital Statement shall become conclusive and binding upon the Parties as the Final Working Capital Statement.

  • Buyer shall provide Seller reasonable access to the records (including the work papers and other accounting documents of the Company and its independent accountants and auditors related to periods on or prior to the Closing Date) and personnel involved in the preparation of the Closing Statement in order to review and confirm the accuracy of the Proposed Final Working Capital Calculation.


More Definitions of Proposed Final Working Capital

Proposed Final Working Capital is defined in Section 2.06(c).
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Proposed Final Working Capital means Buyer’s good faith, proposed final calculation of the sum of (a) the Net Working Capital of the Plastics Business and (b) the Plastics Business Cash, in each case as of the Closing.
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Proposed Final Working Capital means Xxxxx’s good faith, proposed final calculation of the Net Working Capital as of the Effective Time.
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Related to Proposed Final Working Capital

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.

  • Target Working Capital has the meaning set forth in Section 2.06(a)(ii).

  • Target Working Capital Amount means $0.00.

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Target Net Working Capital Amount means $0.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.