Working Capital Dispute definition

Working Capital Dispute has the meaning set forth in Section 1.5(a)(i).
Sample 1
Working Capital Dispute. Notice shall identify each disputed item on the Closing Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event of such a dispute, Buyer and the LifeTime Representatives shall attempt in good faith to reconcile their differences, and any resolution by them as to any disputed items shall be final, binding and conclusive on the parties and shall be evidenced by a writing signed by Buyer and the LifeTime Representatives, including a revised Closing Balance Sheet reflecting such resolution (a "REVISED CLOSING BALANCE SHEET"). If Buyer and the LifeTime Representatives are unable to reach such resolution within twenty (20) days after the LifeTime Representatives' delivery of the Working Capital Dispute Notice to Buyer and Baywood, then Buyer and the LifeTime Representatives shall promptly submit any remaining disputed items for final binding resolution to any independent accounting firm mutually acceptable to Buyer and the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime). If Buyer and the LifeTime Representatives are unable to agree on an independent accounting firm, an independent accounting firm selected by Buyer (which accounting firm has not, within the prior 24 months, provided services to Buyer or Baywood) and an independent accounting firm selected by the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to LifeTime) shall select an independent accounting firm that has not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime. Such independent accounting firm mutually agreed upon by Buyer and the LifeTime Representatives or by the procedure referenced in the immediately preceding sentence, as the case may be, is hereinafter referred to as the "INDEPENDENT ACCOUNTING FIRM." If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (A) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items with the Independent Accounting Firm; (B) each party will use its good faith commercially reasonable ef...
Sample 1
Working Capital Dispute is defined in Section 2.6.
Sample 1

Examples of Working Capital Dispute in a sentence

  • In resolving any Working Capital Dispute, the Neutral Firm (x) shall be instructed to comply with the provisions of this Section 3.3(d) and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party.

  • Within two (2) Business Days of the Effective Date, the Parties shall jointly notify the Reporting Accountants that the Parties have reached an agreement in principle for the resolution of the Working Capital Dispute and that the Reporting Accountants should cease any and all activities relating to the Working Capital Dispute pending further instructions from the Parties.

  • Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day.

  • The Accounting Firm will promptly review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement.

  • Within one (1) Business Day of the payment contemplated in Section 3 hereof, the Parties shall jointly notify the Reporting Accountants that the Working Capital Dispute has been finally and fully resolved and that the arbitration is terminated.

  • If Seller does not deliver a Working Capital Dispute Notice to Purchaser during such 30-day period, the Working Capital Statement shall be deemed to be accepted in the form delivered by Purchaser to Seller.

  • Parent will notify the Shareholder Committee in writing (the "Working Capital Dispute Notice") within 45 days after receiving the Company's Closing Schedule if Parent disagrees with the Shareholder Committee's calculation of the Closing Working Capital as set forth in the Company's Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Parent's calculation of the Closing Working Capital.

  • The Parties shall split evenly any external costs or expenses associated with the Working Capital Dispute, including the fees and disbursements of the Reporting Accountants, but excluding the fees and expenses of the Parties’ respective advisors.

  • If Seller fails to deliver the Actual Working Capital Dispute Notice within the allotted time period, Seller shall have been deemed to have agreed to the calculations of the Actual Working Capital prepared by the Buyer, which calculations shall be final, conclusive and binding upon the parties.

  • The Seller’s Representative shall not be entitled to issue a Working Capital Dispute Notice or otherwise dispute any item set forth in the Proposed Final Closing Balance Sheet or proposed Final Closing Statement except on the grounds that such matter was not prepared on the basis set forth in paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or contains mathematical errors.

Related to Working Capital Dispute

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

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

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Working Capital Target means $0.

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

  • Working Capital Escrow Amount means $2,000,000.

  • Working Capital Advance has the meaning specified in Section 2.01(a).

  • 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.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Working Capital Loan has the meaning specified in Section 2.1(c).

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

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.