Proposed Working Capital definition
Examples of Proposed Working Capital in a sentence
On or before thirty (30) days after the Closing Date, the Purchaser shall deliver to the Shareholder Representative a balance sheet, dated as of the Closing Date, prepared in accordance with GAAP consistently applied along with a calculation of the Working Capital as of the Closing Date and the Working Capital Adjustment (the "Proposed Working Capital Adjustment").
Upon timely delivery of the Balance Sheet Dispute Notice, the Purchaser and the Shareholder Representative agree to confer with regard to the matter and an appropriate adjustment to the proposed closing balance sheet and the Proposed Working Capital Adjustment shall be made to the extent agreed upon by Purchaser and the Shareholder Representative.
Except as otherwise provided herein or set forth on Annex 3 hereto, the Proposed Working Capital Statement shall be prepared in accordance with GAAP after giving effect (except as hereinafter noted) to the transactions (the "Pre-Closing Transactions") contemplated by this Agreement (including, without limitation, each of the transactions described in Sections 2.1, 2.2, 2.3, 2.5 and 2.6 hereof, but excluding the transaction described in Section 2.4 hereof ).
Failure to give such timely objection notice (or written notification that the Sellers and RWD Canada have no such objection to the Proposed Balance Sheet and the calculations of the Proposed Working Capital Amount) shall constitute acceptance and approval of such Proposed Balance Sheet and the calculations of the Proposed Working Capital Amount attached thereto and shall be final and binding upon the parties hereto.
The Proposed Working Capital Statement shall be revised, if necessary, to reflect the final determination of the Net Working Capital (the final form of the Proposed Working Capital Statement, including any revisions which are made thereto pursuant to this Section 1.4(c), is referred to herein as the "Final Working Capital Statement").
If ChoicePoint gives LabOne written notice of any disputed items and its proposed calculation of Net Working Capital within the Review Period, ChoicePoint and LabOne shall attempt in good faith to agree on any adjustments that should be made to the Proposed Working Capital Statement in order to reflect the Net Working Capital.
If no Dispute Notice is delivered within the Review Period, the Statement of Adjustment, including the amount and calculation of the Proposed Working Capital Adjustment set forth therein, shall be deemed to have been accepted and shall be binding on the Parties, and the Proposed Working Capital Adjustment shall be deemed to be the Working Capital Adjustment for all purposes under this Agreement.
If ChoicePoint and LabOne are unable to resolve any disputed amounts within sixty (60) days after ChoicePoint receives the Proposed Working Capital Statement, ChoicePoint and LabOne will engage the Kansas City, Missouri office of PricewaterhouseCoopers LLP (the "Audit Firm") to resolve any such disputed matters in accordance with the terms of this Agreement.
The Resolving Accounting Firm shall resolve any remaining disputes concerning the Proposed Balance Sheet or the calculations of Proposed Working Capital Amount.
The Proposed Balance Sheet, among other things, shall be used in the calculations of, and shall have attached to it a schedule setting forth the Proposed Working Capital Amount.