Final Net Working Capital Adjustment Procedures Clause Samples

Final Net Working Capital Adjustment Procedures. (a) As soon as practicable following the Closing, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to the Archway Representative a closing statement (the “Closing Statement”) summarizing the determination of the Net Working Capital based on the combined balance sheet of the Company and JACAAB as of immediately prior to the Closing on the Closing Date and the Agreed Accounting Principles (the “Final Net Working Capital”) and showing the difference (if any) between the Final Net Working Capital and the Estimated Net Working Capital. The Closing Statement and computation of the Final Net Working Capital shall be consistent with the Closing Inventory and the Agreed Accounting Principles. (b) In connection with the Archway Representative’s review of the Closing Statement, Buyer shall provide to the Archway Representative and his authorized representatives access to relevant Books and Records and other information in accordance with Section 3.3(f). Subject to Buyer’s compliance with its obligations as set forth in Section 3.3(f), the Archway Representative may provide written notice to Buyer within thirty (30) days following the date of delivery of the Closing Statement indicating whether the Archway Representative agrees with the Closing Statement and Buyer’s calculation of Final Net Working Capital or whether the Archway Representative objects to any part thereof. Any objection made by the Archway Representative shall be in writing and accompanied by (i) materials showing in reasonable detail any specific items in Buyer’s calculation of the Final Net Working Capital disputed by the Archway Representative (each, a “Disputed Item”), (ii) a written statement setting forth the Archway Representative’s calculation of each Disputed Item and (iii) data showing in reasonable detail the Archway Representative’s support for such calculation. Any items or amounts set forth in the Closing Statement that are not included as a Disputed Item in a timely-delivered written objection as provided above shall be deemed accepted by the Archway Representative and shall be binding and final for all purposes of this Agreement. Failure of the Archway Representative to furnish a written objection of Disputed Items, together with such supporting materials, to Buyer within such 30-day period, will constitute a full and complete acceptance of the Final Net Working Capital as set forth in the Closing Statement and such Final Net Working Capital shall b...