Determination of Net Working Capital Clause Samples
The Determination of Net Working Capital clause defines the method for calculating the difference between a company's current assets and current liabilities at a specific point in time, often in the context of a business acquisition. Typically, this clause outlines the process for preparing a closing balance sheet, specifies which accounts are included or excluded, and may set forth procedures for resolving disputes over calculations. Its core practical function is to ensure both parties have a clear, agreed-upon method for determining net working capital, which is often used to adjust the purchase price and prevent post-closing disagreements.
Determination of Net Working Capital. No later than thirty (30) days following the Closing Date, Buyer shall deliver to Seller a statement (the "Closing Balance Sheet") setting forth its computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall be conclusive and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant h...
Determination of Net Working Capital. At least two (2) Business Days prior to the Closing, Sellers will furnish to Buyer a certificate, with appropriate support (including but not limited to an itemized list of Receivables included in Current Assets), setting forth Sellers’ good faith estimate of the net book value, as of 11:59 p.m., New York local time, on the Sunday immediately preceding the Closing Date, of the Current Assets minus the Current Liabilities (the “Estimated Net Working Capital Amount”). For the purposes of calculating the Estimated Net Working Capital Amount, the amount of Receivables included in Current Assets shall be calculated by multiplying (x) the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of the Sunday immediately preceding the Closing Date and (y) 0.50. The Estimated Net Working Capital Amount shall be calculated in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital. Not later than sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Buyer a certificate (the “Closing Statement”), with appropriate support, setting forth Sellers’ good faith, final determination of the net book value, as of 11:59 p.m., New York local time, on the Closing Date, of the Current Assets minus the Current Liabilities (the “Proposed Closing Net Working Capital Amount”). The Closing Statement shall be prepared in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital. Buyer will be afforded a period of forty-five (45) calendar days (the “Review Period”) to review the Closing Statement. During such Review Period, ▇▇▇▇▇ and ▇▇▇▇▇’s accountants will be afforded reasonable access to the records, work papers, trial balances and similar materials prepared by Sellers or Sellers’ accountants in connection with the preparation of the Closing Statement. At or before the end of the Review Period, Buyer will either (a) accept the Closing Statement, in its entirety, in which case the Closing Statement shall become final, binding and conclusive on Sellers and Buyer and the Proposed Closing Net Working Capital Amount shall be the “Closing Net Working Capital Amount,” or (b) deliver to Sellers a written notice in accordance with Section 3.3.7 disputing the Closing Statement. For the purposes of calculating the Closing Net Working Capital Amount, the amount of Receiv...
Determination of Net Working Capital. For the purposes of the definition of Net Working Capital, all such amounts included in the definition shall be calculated in accordance with GAAP (except as specifically otherwise provided in this Agreement). Any amounts included in Final Net Working Capital that are denominated in non-US dollars will be converted to US dollars using the Exchange Rate on the Closing Date.
Determination of Net Working Capital. Attached hereto as Schedule 2.7 is an estimated balance sheet setting forth the current assets and current liabilities to be acquired by Buyer upon the consummation of the transactions set forth under this Agreement (the “Estimated Balance Sheet”) as of June 30, 2011 (the “Net Working Capital Calculation Date”) showing the estimated Net Working Capital as mutually agreed upon by Buyer and Seller (the “Estimated Net Working Capital”) prior to the Closing Date. The Estimated Balance Sheet shall be prepared according to GAAP on an accrual basis as applied on a Consistent Basis in accordance with the definition of Net Working Capital.
Determination of Net Working Capital. In order to ------------------------------------ determine the Net Working Capital of Sp▇▇▇▇▇, not later than ten days following the Balance Sheet Date, Sp▇▇▇▇▇ ▇hall prepare the Closing Balance Sheet in accordance with generally accepted accounting principles, consistently applied. In preparing such Closing Balance Sheet, Sp▇▇▇▇▇ ▇hall consult with Falcon and shall permit Falcon to participate in and review the preparation thereof, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Falcon shall commence its review of said work papers, schedules and calculations as soon as practicable. Any dispute which may arise between Sp▇▇▇▇▇ ▇n the one hand and Falcon on the other hand as to the Closing Balance Sheet shall be resolved in the following manner:
(a) Falcon, if it disputes the Closing Balance Sheet, 35 shall notify Sp▇▇▇▇▇ ▇n writing within ten days after its receipt of Closing Balance Sheet that Falcon disputes the Closing Balance Sheet, specifying in reasonable detail the nature of the dispute;
(b) During the five day period following the date of such notice, Sp▇▇▇▇▇ ▇nd Falcon shall attempt to resolve such dispute and determine the appropriateness of the Closing Balance Sheet; and
(c) If at the end of such five day period, the parties shall have failed to reach an agreement with respect to such dispute, the matter shall be referred to an Arbitrator mutually agreed upon by Falcon and Sp▇▇▇▇▇. The Arbitrator shall issue its report as to the Closing Balance Sheet within ten days after such dispute is referred to the Arbitrator. Each of the parties shall bear all costs and expenses incurred by it in connection with such arbitration except for the fees and expenses of the Arbitrator which shall be borne equally by Sp▇▇▇▇▇ ▇n the one hand and Falcon, on the other hand. This provision for arbitration shall be specifically enforceable by the parties and the decision of the Arbitrator in accordance with the provisions hereof shall be final and binding and there shall be no right of appeal therefrom.
Determination of Net Working Capital. (i) Not later than five days prior to the anticipated Closing Date, the Seller shall prepare and deliver to the Purchaser, and the Purchaser and its accountants shall jointly review, the Seller's good faith reasonable estimate of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital"). If the Estimated Net Working Capital is negative, then the "Estimated Net Working Capital Deficit" shall mean the amount of the excess, if any, of (A) the absolute value of the Estimated Net Working Capital over (B) $200,000 plus the aggregate amount of the Merchant Receivables as of the Closing Date.
Determination of Net Working Capital. For the purposes of Clause 3.2 the Net Working Capital shall be determined as follows:
3.3.1 The Net Working Capital shall be computed in relation to Navion on a Navion Group consolidated basis, and shall include current assets less current liabilities classified in a manner consistent with NGAAP and consistent with prior periods with adjustments described below. Current assets shall include bank deposits, including deposits within the Statoil Group bank account system, accounts receivable, including accounts receivables from Statoil Group companies, inventory, prepaid T/C hire for in-chartered vessels (both short-term and long-term), loans to employees (both short-term and long-term) and other current assets, but shall not include amounts due from surrogates, such as insurance proceeds in respect of a vessel. Current liabilities shall include accounts payable, including accounts payable to Statoil Group companies, prepayments from customers, accrued withholding tax and holiday pay and other current liabilities. Excluded from current liabilities are any (both short-term and long-term) accruals for future dry-dockings, losses on T/Cs and any future pension expenditures. Included in Net Working Capital shall be the market value of any interest swap arrangements and the market value of any forward currency exchange contracts and the market value of any other financial derivatives valued as of 31 December 2002. Indebtedness for borrowed monies and interest bearing receivables, including short term portions of any such loans and receivables, shall not be included in Net Working Capital, nor shall any of the other elements subject to separate adjustment pursuant to sub-clauses 3.2.1 and 3.
3.3.2 The Sellers shall use their best efforts to procure that the 2002 annual statutory accounts for the Navion Group (on a consolidated basis) (the “Annual Accounts”) be prepared as soon as reasonably practical after the Effective Date, in connection with which a separate statement reflecting the Net Working Capital in accordance with sub-clause 3.3.1 shall be prepared and, for the purposes hereof, form part of and be included in the defined term Annual Accounts.
3.3.3 Immediately following the preparation thereof, Statoil shall instruct the Current Auditors in writing (with a copy to the Buyer) to review and audit the Annual Accounts and to confirm by way of a written report (the “Current Auditors’ Report”) whether the Annual Accounts and the calculation of the Net Working ...
Determination of Net Working Capital. (a) Definition of Net Working Capital. The term "Net Working Capital" shall mean the dollar amount by which the net book value of the Purchased Assets constituting accounts and notes receivable and Inventory exceeds the net book value of the Assumed Liabilities constituting accounts payable, as reflected in the Recent Division Balance Sheet or Closing Division Balance Sheet, as applicable.
Determination of Net Working Capital. No later than seventy-five (75) days following the Closing Date, Parent will prepare and deliver to Presstek, Parent’s good faith determination of the actual Net Working Capital as of the Closing, and identify any adjustment to the Initial Purchase Price under Section 2.11(b) as a result of such determination (the “Parent Closing Statement”). During the thirty (30) day period commencing on the date Presstek receives the Parent Closing Statement, Parent will permit Presstek and its Representatives access to such work papers relating to the preparation of the Parent Closing Statement as may be reasonably necessary to review in detail the manner in which Parent’s determination were prepared. If Presstek does not object to the Parent Closing Statement within such thirty (30) day period, or accepts the Parent Closing Statement in writing during such thirty (30) day period, the Initial Purchase Price will be adjusted as set forth in the Parent Closing Statement and payment made in accordance with Section 2.11(e). If Presstek objects to all or part of the Parent Closing Statement, Presstek will notify Parent in writing of such objections within thirty (30) days after Presstek’s receipt thereof (such notice setting forth in reasonable detail the basis for such objections). Parent and Presstek will thereafter negotiate in good faith to resolve any such objections. If Parent and Presstek are unable to resolve all of such differences within twenty (20) calendar days of Parent’s receipt of Presstek’s objection, such dispute shall be resolved in accordance with Section 2.11(d). The term “Final Net Working Capital” means the Net Working Capital as determined pursuant to this Section 2.11(c) or Section 2.11(d), as the case may be. The Surviving Corporation shall also be responsible for Parent’s obligations under this Section 2.11(c).
Determination of Net Working Capital. The term “Net Working Capital” shall mean the specified items of “current assets” minus the specified items of “current liabilities” of the Companies consistent with the Accounting Practices and adjusted for the adjustments set forth on Schedule 2.4.