Working Capital Objection Notice definition

Working Capital Objection Notice has the meaning set forth in Section 2.3(b).

Working Capital Objection Notice shall have the meaning set forth in Section 2.7(c)(i).

Working Capital Objection Notice is defined in Section 1.5(b).

Examples of Working Capital Objection Notice in a sentence

• If the Company delivers a Revised Net Working Capital Objection Notice within the specified time, authorized representatives of Parent and the Company shall promptly negotiate in good faith to resolve such objections.

• The Working Capital Firm will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice which Buyer and the Sellers’ Representative are unable to resolve.

• If there is no timely Net Working Capital Objection Notice as provided above, the Net Working Capital Calculation shall be the binding and final determination of the Net Working Capital.

• The Working Capital Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor.

• If there is a timely Revised Net Working Capital Objection Notice, the Revised Net Working Capital Calculation as revised, if applicable, by the agreement of Parent and the Company or by the Accountant, shall be the binding and final determination of Revised Net Working Capital.

• If there is a timely Net Working Capital Objection Notice, the Net Working Capital Calculation as revised, if applicable, by the agreement of Parent and the Company or by the Accountant, if applicable, shall be the binding and final determination of Net Working Capital.

• Parent and the Representative will use reasonable best efforts to resolve any disagreements as to the computation of the Working Capital Adjustments, but if they do not obtain a final resolution within ten (10) days after Parent has received the Working Capital Objection Notice, Parent and the Representative shall jointly retain an independent accounting firm of national recognized standing to resolve any remaining disagreements.

• The Working Capital Firm will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice which Buyer and the Seller’s Representative are unable to resolve.

• The Final Working Capital Adjustment Amount and the Final Working Capital Adjustment Statement will be deemed final on the earliest of (i) the failure of Seller to timely deliver a proper Working Capital Objection Notice during the Working Capital Objection Period, (ii) the resolution of all disputes with regard to the Final Working Capital Adjustment Amount, by mutual agreement of Buyer and Seller, or (iii) the determination of the Independent Accountants.

• Any item or calculation included in the calculations of Closing Net Working Capital set forth in the Working Capital Initial Statement which is not specifically objected to in the Working Capital Objection Notice shall be deemed final and binding upon the parties hereto.

More Definitions of Working Capital Objection Notice

Working Capital Objection Notice has the meaning set forth in Section 2.5(d).

Working Capital Objection Notice shall have the meaning set forth in Section 1.4(d) hereof.

Working Capital Objection Notice has the meaning set forth in SECTION 3.3(B).

Working Capital Objection Notice shall have the meaning as set forth in Section 2.1(b)(iv) of this Agreement. EXHIBIT B FORM OF VOTING AGREEMENT EXHIBIT C CERTIFICATE OF MERGER EXHIBIT D LEGAL OPINION OF COMPANY COUNSEL EXHIBIT E LEGAL OPINION OF COMPANY INTELLECTUAL PROPERTY COUNSEL EXHIBIT F LEGAL OPINION OF PARENT COUNSEL