Determination of Closing Working Capital Clause Samples

The Determination of Closing Working Capital clause defines the process for calculating the final working capital amount at the closing of a transaction. Typically, this involves comparing the actual working capital on the closing date to a pre-agreed target, with adjustments made to the purchase price if there is a surplus or shortfall. This clause ensures both parties have a clear, objective method for resolving differences in working capital, thereby preventing disputes and ensuring a fair financial settlement at closing.
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Determination of Closing Working Capital. (a) Within sixty (60) days after the Closing Date, the Buyers will deliver to the Sellers a certificate (the “Closing Working Capital Certificate”) executed by the Buyers setting forth an itemized statement of Closing Working Capital. (b) If the Sellers deliver written notice (the “Disputed Items Notice”) to the Buyers within thirty (30) days after receipt by the Sellers of the Closing Working Capital Certificate, stating that the Sellers object to any items in the Closing Working Capital Certificate, specifying in reasonable detail the basis for such objection and setting forth the Sellers’ proposed modification to the Closing Working Capital, the Sellers and the Buyers will attempt to resolve and finally determine and agree upon the Closing Working Capital as promptly as practicable. (c) If the Sellers and the Buyers are unable to agree upon the Closing Working Capital within thirty (30) days after delivery of the Disputed Items Notice, an independent, nationally recognized accounting firm reasonably acceptable to the Sellers and the Buyers will resolve the items set forth in the Disputed Items Notice that remain in dispute. The accounting firm shall address only those items that remain in dispute and may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The determination of the accounting firm will be made within thirty (30) days after being selected and shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. The fees, costs and expenses of the accounting firm shall be paid one-half by the Sellers and one-half by the Buyers. (d) If the Sellers do not deliver the Disputed Item Notice to the Buyers within thirty (30) days after receipt by the Sellers of the Closing Working Capital Certificate, the Closing Working Capital specified in the Closing Working Capital Certificate will be conclusively presumed to be true and correct in all respects and will be final and binding upon the Parties. (e) At such time as the Closing Working Capital is finally determined or as agreed to by the Buyers and the Sellers in accordance with this Section 1.11 (the “Final Closing Working Capital”), either (i) the Buyers shall pay the Sellers an aggregate amount equal to the excess, if any, of the Final Closing Working Capital over the Estimated Closing Working Capi...
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Determination of Closing Working Capital. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent an estimated balance sheet as of the Closing Date, which shall include a good faith calculation of the estimated Working Capital as of the Closing Date prepared in accordance with the Working Capital Methodology applied on a basis consistent with its application in the preparation of the Balance Sheet (except as otherwise provided in the following sentence) (the “Estimated Closing Working Capital”). “Working Capital” as of any date means the amount equal to the Acquired Corporations’ Current Assets minus Current Liabilities. For purposes of clarity, the definition of Working Capital is after the subtraction of all cash, cash equivalents and short term investments from the balance sheet as consistent with the definition of Current Assets.
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Determination of Closing Working Capital. (a) As soon as practicable following the Closing Date, but no later than 90 days following the Closing Date, the Vendor shall prepare, at the Vendor’s expense, and deliver to Cura- Can the balance sheet of the Corporation and a calculation of the Corporation’s Closing Working Capital as at the beginning of the Closing Date, based on the accrual method of accounting and prepared in accordance with GAAP (the “Closing Working Capital Statement”). (b) Upon receipt, Cura-Can will have 30 days to review the Closing Working Capital Statement (the “Review Period”). During the Review Period, the Vendor shall ensure that access is given, upon every reasonable request, to Cura-Can and its representatives, to the Books and Records (as defined herein) and all working papers of the Vendors and the Vendor’s accountants created in connection with the preparation of the Closing Working Capital Statement, to verify the accuracy, presentation and other matters relating to the preparation of the Closing Working Capital Statement. (c) Cura-Can and the Vendor shall each bear their own fees and expenses, including the fees and expenses of their respective auditors or accountants, as the case may be, in preparing or reviewing, as the case may be, the Closing Working Capital Statement. If a dispute regarding any of the aforesaid is submitted to the Independent Accountant under Section 2.5(b), the fees and expenses of the Parties and the Independent Accountant will be paid in accordance with Section 2.5(b).
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Determination of Closing Working Capital. As soon as reasonably practicable (but in any event within ninety (90) days following the Closing Date (as defined below)), Parent shall prepare and deliver to the Members (i) an unaudited balance sheet of the Company as of as of 12:01 a.m. eastern standard time on the Closing Date (the “Closing Balance Sheet”), (ii) a statement based on the Closing Balance Sheet setting forth as of 12:01 a.m. eastern standard time on the Closing Date the amount of Closing Working Capital, and (iii) a statement, signed by an officer of Parent, stating that that the Closing Balance Sheet and calculation of Closing Working Capital were prepared in accordance with this Agreement (collectively, the “Working Capital Schedule”). Parent shall prepare all items comprising the Working Capital Schedule in accordance with GAAP applied in a manner consistent with the accounting principles and practices applied in the preparation of the Company Financial Statements (as defined below).
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Determination of Closing Working Capital. As of the Closing Date, Buyer shall conduct an audit and examination of the Purchased Assets and the Assumed Liabilities (the Closing Audit ) at Buyer's sole cost and expense. The Seller, at its sole cost and expense, may have a representative participate in the taking of the physical inventory in connection with the Closing Audit. On the basis of such Closing Audit, Buyer shall prepare with the assistance of Seller personnel as requested by Buyer a balance sheet as of the Closing Date (the Closing Balance Sheet ) including a computation of Working Capital, as of the Closing Date, of the Business, in accordance with GAAP except as set forth in Schedule 2.8 applied consistently with the accounting policies and procedures followed, and utilizing similar classifications used, in preparing the Balance Sheet, provided such policies and procedures are in accordance with GAAP except as set forth in Schedule 2.8. Buyer shall deliver the Closing Balance Sheet to the Seller not later than 45 days after the Closing Date. Each Party (the Reviewed Party ) shall, upon the request of the other party (the Requesting Party ), provide the Requesting Party s representatives with reasonable access to the Reviewed Party s accountants and, to the extent permitted by internal rules and procedures of the Reviewed Party s accountants, use its reasonable best efforts to provide equal access to such accountant s work papers at such accountant s place of business and in such accountant s presence, in order to facilitate the Requesting Party s review of such Closing Balance Sheet. In preparing such Closing Balance Sheet, inventory shall be valued on a basis consistent with the inventory valuation in the Balance Sheet.
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Determination of Closing Working Capital. Not later than the 90th day following the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “WC Statement”) setting forth Purchaser's calculation of Working Capital as of the Calculation Time (such amount, as determined pursuant to this Section 3.03(a) and Section 3.03(b), the “Closing Working Capital”). The Closing Working Capital shall be calculated in accordance with the principles, policies, procedures and methodologies set forth in Exhibit E.
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Determination of Closing Working Capital. As soon as reasonably practicable (but in any event within ninety (90) days following the Closing Date (as defined below)), the Purchaser shall prepare and deliver to the Sellers (i) an unaudited balance sheet of the Company as of as of 12:01 a.m. eastern standard time on the Closing Date (the “Closing Balance Sheet”), (ii) a statement based on the Closing Balance Sheet setting forth as of 12:01 a.m. eastern standard time on the Closing Date the amount of Closing Working Capital and (iii) a statement, signed by an officer of the Purchaser, stating that that the Closing Balance Sheet and calculation of Closing Working Capital were prepared in accordance with this Agreement (collectively, the “Working Capital Schedule”). The Purchaser shall prepare all items comprising the Working Capital Schedule in accordance with GAAP applied in a manner consistent with the accounting principles and practices applied in the preparation of the Company Financial Statements (as defined below).
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Determination of Closing Working Capital. (a) Within 120 days following the Closing Date, the Purchaser shall prepare or cause to be prepared, at the Purchaser’s sole expense, and deliver to the Sellers’ Representative a calculation of Working Capital as at the Effective Time on the Closing Date, prepared in accordance with the principles, policies, categorizations, definitions, methods, practices, judgments, classifications, estimation methodologies and techniques (the “Working Capital Principles”) set out in Exhibit 3.5(a). For illustration purposes, an example of such Working Capital calculation is also included in Exhibit 3.5(a). (b) Following receipt of the calculation of the Closing Working Capital, the Sellers’ Representative will have 45 days to review such calculation (the “Review Period”). (c) Each Party shall be responsible for its own fees and expenses, including the fees and expenses of its accounting advisors, in preparing or reviewing, as the case may be, the calculation of the Closing Working Capital. If a dispute regarding the calculation of the Closing Working Capital is submitted for determination to the Independent Accountant under Section 3.6, the fees and expenses of the Parties and the Independent Accountant will be paid in accordance with Section 3.6. (d) If, in connection with the calculation of the Closing Working Capital by the Purchaser as contemplated in Section 3.5(a), the Purchaser reasonably interprets the accounting policies, practices, principles, methods and estimation techniques (including in respect of the exercise of management judgement) as actually applied in the preparation of the Audited Financial Statements for the year ended April 30, 2018 as being inconsistent with GAAP (the “Purchaser GAAP Interpretation”), then the Sellers’ Target Working Capital shall also be recalculated to reflect the Purchaser GAAP Interpretation.
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Related to Determination of Closing Working Capital

  • Net Working Capital Adjustment (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Representative shall cause to be prepared and delivered to Purchaser a good faith estimate of the Net Working Capital immediately prior to the Closing (subject to the last sentence hereof, the “Estimated Net Working Capital”), which shall be certified by a duly authorized officer of the Company as the Sellers’ good faith estimate of the Net Working Capital as of immediately prior to the Closing, which statement shall quantify in reasonable detail the estimates of each item included in such calculation, in each case calculated in accordance with the provisions of this Agreement. The Parties shall cooperate with one another in connection with the preparation and evaluation of such estimate. The Company Parties shall promptly provide Purchaser and its representatives access to all personnel, relevant documents, and information reasonably requested by Purchaser or its representatives in connection with their review of the Estimated Net Working Capital (including all components thereof). Prior to the Closing Date, Purchaser shall notify Representative of any objections to the Estimated Net Working Capital (including any component thereof), and the Parties shall work in good faith to resolve such objections and agree upon a final Estimated Net Working Capital for purposes of Closing, and such agreed upon estimate shall be deemed the Estimated Net Working Capital. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Representative a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to the Purchase Price which shall be made pursuant to this Section 1.3; provided, however, that a failure by Purchaser to deliver the Closing Statement within such ninety (90) day period will not impair Purchaser’s rights under this Section 1.3, except to the extent that Seller has been prejudiced by such failure. Sellers shall cooperate with Purchaser in its preparation of the Closing Statement. Upon delivery of the Closing Statement, Purchaser shall promptly provide Representative access to all personnel, relevant documents and information to the extent they relate to the Closing Statement (or preparation thereof) reasonably requested by Representative in connection with its review of the Closing Statement and Purchaser’s calculation of the Closing Net Working Capital (including all components thereof), provided that such access is in a manner that does not unreasonably or materially interfere with the normal business operations of Purchaser and its Affiliates. (c) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Closing Statement (and the determination of Closing Net Working Capital therein) was not calculated in accordance with the provisions of this Section 1.3, including all defined terms in this Agreement. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and the Closing Net Working Capital agreed to by Purchaser and Representative will be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. If Purchaser and Representative do not reach a final resolution on the Closing Statement and the Closing Net Working Capital within thirty (30) days after Representative has delivered the Dispute Notice, unless Purchaser and Representative mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.3 pursuant to a reasonable engagement agreement among Purchaser, Representative, and the Neutral Accountant (which Purchaser and Representative agree to execute promptly), in the manner provided below. Each of Purchaser and Representative shall be deemed to have executed such engagement agreement if it fails to do so within twenty (20) days after receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.3, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), solely in accordance with the terms of this Agreement. Each of Purchaser and Representative will be entitled to make a presentation to the Neutral Accountant at which the other will be entitled to be present and participate, pursuant to procedures to be agreed to between Purchaser, Representative, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein); and Purchaser and Representative shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of the Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of, and materials provided by, Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms and conditions included in this Agreement. The Closing Statement (and determination of the Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Such determination by the Neutral Accountant will be conclusive and binding upon the Parties, absent Fraud or manifest error, and will be an arbitral award that is non-appealable. The fees and expenses of the Neutral Accountant shall be borne by Representative and Purchaser in proportion to the amounts by which their respective calculations of the Closing Net Working Capital differ from the Final Closing Net Working Capital as finally determined by the Neutral Accountant. Nothing in this Section 1.3(c) is to be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (and the Final Closing Net Working Capital calculation therein); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement (and the Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Representative. (d) Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Representative, for the benefit of Sellers, in Parent Shares or cash, in Purchaser’s sole discretion (or if Purchaser has not paid to the Sellers any excess of the Estimated Net Working Capital over the Target Net Working Capital at Closing, then Purchaser shall pay to Representative, for the benefit of Sellers, the excess amount of the Final Closing Net Working Capital over the Target Net Working Capital in Parent Shares or cash, in Purchaser’s sole discretion); or (ii) is less than the Estimated Net Working Capital, Sellers shall pay such shortfall to Purchaser. Any payments made pursuant to this Section 1.3 shall be treated as an adjustment to the Purchase Price by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Section 7 are inapplicable to the adjustments to be made under this Section 1.3.

  • Working Capital Adjustment (a) The Company will, in good faith and in consultation with HSE, prepare and deliver to HSE within three (3) days before the Closing Date (i) a calculation of the Closing Indebtedness Pay-Off Amount (the “Estimated Closing Indebtedness Pay-Off Amount”), (ii) a calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), and (iii) a calculation of the amount of Unpaid Transaction Costs (the “Estimated Unpaid Transaction Costs Amount”), (collectively, the items in clauses (i)—(iii) are referred to as the “Estimated Pre-Closing Adjustments”). The calculation of the Estimated Pre-Closing Adjustments will be prepared by the Company in accordance with the definitions set forth in this Agreement. If HSE disputes any portion of the Estimated Pre-Closing Adjustments prior to Closing, then HSE and the Company will negotiate in good faith in an effort to resolve any such dispute at or prior to Closing. (b) No later than ninety (90) days following the Closing, HSE shall cause to be prepared (i) a statement of the Net Working Capital of the Company as of the Calculation Date (the “Net Working Capital Closing Statement”) and (ii) a calculation of the Closing Indebtedness Pay-Off Amount, the Closing Cash Amount and the Unpaid Transaction Costs prepared in accordance with the definitions set forth in this Agreement (the “Final Cost Adjustments”). The Net Working Capital Closing Statement shall contain line item detail comparable to the balance sheet included in the most recent Financial Statements with respect to the components of the Net Working Capital of the Company as of the Calculation Date. The Representative, on behalf of Transferor, shall have a period of thirty (30) days following its receipt of the Net Working Capital Closing Statement, the Final Cost Adjustments and related worksheets to provide written notice of the Representative’s objection, on behalf of Transferor, to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets (which notice shall state the basis for the Representative’s objection). If, within such thirty (30) day period, the Representative, on behalf of Transferor, has not given HSE written notice of its objection to the Net Working Capital Closing Statement, the Final Cost Adjustments or the related worksheets, then the Net Working Capital and the Final Cost Adjustments respectively reflected therein shall be binding and conclusive on the Parties and used in making the adjustment provided for in Section 2.2(c). If the Representative, on behalf of Transferor, timely provides any such objection, Transferor and HSE shall work in good faith to resolve any differences with respect thereto. If, at the end of a fifteen (15)-day period from the date of delivery of any objection by the Representative, on behalf of Transferor, there are any matters that remain in dispute, then the remaining matters in dispute shall be submitted to ▇▇▇▇ & Associates (the “Referee”) within the following five (5) Business Days for resolution. The Referee shall make a determination with respect to the disputed matters submitted to it and determine the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date within 30 days after the objections that remain in dispute are submitted to it. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) the determination by the Referee of the Net Working Capital of the Company and the Final Cost Adjustments as of the Calculation Date, as set forth in a written notice delivered to each of the Representative, on behalf of Transferor, and HSE by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iii) the fees and expenses of the Referee shall be borne one-half by Transferor and one-half by HSE. The final Net Working Capital of the Company as of the Calculation Date, as determined in accordance with this Section 2.2(b), is referred to as the “Final Net Working Capital.” (c) If the Final Net Working Capital is less than zero, Transferor shall promptly pay to HSE an aggregate amount in cash equal to such deficiency. If the Final Net Working Capital is greater than zero, HSE shall pay to Transferor on a dollar-for-dollar basis the amount of such excess in cash; provided, however, such payment by HSE shall not be due and payable to Transferor until the thirtieth (30th) day following the date that HSE has collected an aggregate amount of Accounts Receivable in excess of the aggregate current liabilities included in the calculation of Final Net Working Capital. In the event the sum of (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Pay-Off Amount minus (iii) the Unpaid Transaction Costs set forth in the calculation of the Final Cost Adjustments is less than such sum set forth in the calculation of the Estimated Pre-Closing Adjustments, Transferor shall promptly pay the amount of such deficiency to HSE in cash. In the event such sum set forth in the calculation of the Final Cost Adjustments is greater than the sum set forth in the calculation of the Estimated Pre-Closing Adjustments, HSE shall promptly pay to Transferor the amount of such excess in cash.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Working Capital Upon consummation of the Offering, it is intended that approximately $1,000,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.