Closing Working Capital Sample Clauses

Closing Working Capital. 1.7(a) Code .................................................................

Closing Working Capital. The "Closing Working Capital" will be an amount equal to the Working Capital of the Subsidiary at and as of the Closing as determined under Sections 2.3(A)(1)-(4) above.

Closing Working Capital. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), setting forth Buyer’s calculation of Closing Working Capital (as defined below). The Closing Working Capital Statement shall (x) be prepared in accordance with GAAP applied on a basis substantially consistent with those used in the preparation of the Balance Sheet

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, a statement setting forth Buyer’s calculation of the Company’s Net Working Capital (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the accounting policies set out in Schedule 1.06. (c) If Management Representative disagrees with the Closing Statement, he may, within thirty (30) days after delivery thereof, deliver a notice to Buyer specifying those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall be deemed to have agreed with those items and amounts included in the computation of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objection. (d) If the Objection is duly delivered pursuant to Section 1.06(c), Buyer and the Management Representative shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net Working Capital. If, during such period, Buyer and the Management Representative are unable to reach such agreement, they shall promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly revie...

Closing Working Capital. 11 Code........................................................................20 Company......................................................................1

Closing Working Capital. (a) If the Closing Working Capital is less than the Benchmark Working Capital, Sellers shall pay to Purchaser, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Purchaser in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Benchmark Working Capital and the Closing Working Capital. (b) If the Closing Working Capital is greater than the Benchmark Working Capital, Purchaser shall pay to Sellers, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Sellers in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Closing Working Capital and the Benchmark Working Capital.

Closing Working Capital. Section 12.1...........................................

Closing Working Capital. (a) At least three Business Days prior to the Closing Date, the Company will deliver to Buyer a certificate setting forth the Company’s good faith estimate of Closing Working Capital calculated in accordance with this Agreement and the Accounting Policies (“Estimated Closing Working Capital”), together with reasonable documentation evidencing such calculation. If Buyer disagrees in good faith with the calculation of Estimated Closing Working Capital, Seller will in good faith negotiate a resolution of such disagreement, provided that if Buyer and Seller fail to reach a resolution prior to the Closing, Seller’s calculation of Estimated Closing Working Capital will be used for purposes of determining the Purchase Price to be paid by Buyer pursuant to Section 2.02(b); provided further that in no event will the consummation of the Closing be construed as a waiver by Buyer under this Section 2.03. (b) As promptly as practicable, but no later than 90 days, after the Closing Date, Buyer will cause to be prepared and delivered to Seller (i) a certificate setting forth Buyer’s calculations of Closing Working Capital and (ii) a statement setting forth (x) the differences between the certificate delivered by Buyer pursuant to clause (i) of this sentence and the certificate delivered by the Company pursuant to Section 2.03(a) and (y) a description, accompanied by supporting documentation, of the basis for such differences. The Closing Working Capital will (i) fairly present the Working Capital of the Company as of 11:59 p.m. (Eastern time) on the date that is the last day prior to the Closing Date in accordance with the Accounting Policies, and (ii) only include line items set forth in Exhibit A. Buyer will, and will cause the Company to, (x) provide Seller and its representatives with reasonable access, upon reasonable prior written notice by Seller, during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Company to the extent related to the certificate and statement delivered by Buyer pursuant to this Section 2.03(b) for purposes of Seller’s review of the certificate and statement delivered by Buyer pursuant to this Section 2.03(b) and (y) reasonably cooperate with Seller and its representatives in connection with such review. (c) Seller and its accountants will have 60 days after delivery of the certificate and statement referred to in the first sentence of Section 2....

Closing Working Capital. (a) At least fifteen (15) days prior to the Closing Date, each party shall prepare and deliver, or cause to be prepared and delivered, to the other party a certificate certified by its Chief Financial Officer setting forth a good faith estimate of such party’s Working Capital as of the close of business on the day immediately prior to the Closing Date (the “WC Closing Certificate”). Such WC Closing Certificate shall set forth detailed calculations of such party’s Working Capital and be accompanied by reasonable supporting documentation. The parties shall discuss in good faith their respective determinations and any disagreements related thereto in order to agree to final Working Capital amounts for each party promptly prior to the Closing Date. In connection therewith, each party shall afford the other reasonable access upon the terms and conditions set forth in Section 5.5 to its officers, employees, agents, accountants, assets, properties, books and records in order to resolve any disagreement and finalize the parties respective Working Capital amounts. (b) Following finalization of each party’s Working Capital amount under Section 5.23(a) above, if MM’s Working Capital does not represent 83.5% of the combined Working Capital amounts of MM and the Company as of the date of determination, MM shall take all necessary actions to cause the MM Working Capital to represent 83.5% of the combined Working Capital amounts of MM and the Company as finalized above, including making cash infusions or cash dividends or other distributions, as the case may be. For the avoidance of doubt, the Exchange Ratio shall not be adjusted as a result of the provisions of this Section 5.23 or of any actions taken by MM pursuant to this Section 5.23.