Examples of Valuation Date Working Capital in a sentence
The Purchase Price shall be subject to adjustment at Closing based on the Valuation Date Working Capital as described in Section 3.4.
If the Valuation Date Working Capital is less than the Estimated Working Capital by more than $100,000, the Holdback Amount shall be used to pay the amount of such difference to Parent.
The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
If the Valuation Date Working Capital is greater than the Estimated Working Capital by more than $100,000, the amount of such excess shall be distributed by Parent in accordance with Section 3.1(c).
Within 60 days following the determination of the Valuation Date Working Capital pursuant to Section 3.3, Buyer shall provide to Seller a schedule (the “Allocation Schedule”) allocating the final Purchase Price among the Purchased Assets.
In the event the Representative does not so object within the Notice Period, the Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
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If the Valuation Date Working Capital is equal to or greater than the Estimated Working Capital, the amount of such excess shall bedistributed by Parent in cash in accordance with Section 3.1(c).
A party is the non-prevailing party if the Accounting Firms determination of Valuation Date Working Capital is closer to the other partys determination of Valuation Date Working Capital, as submitted to the Accounting Firm, than it is to that partys determination of Valuation Date Working Capital, as submitted to the Accounting Firm.
The Preliminary Valuation Date Balance Sheet and the Preliminary Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.