Final Closing Net Working Capital Statement definition

Examples of Final Closing Net Working Capital Statement in a sentence

• If Shareholders’ Representative fails to deliver the Objections Statement before the expiration of the Review Period, the Final Closing Net Working Capital Statement and the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Company Expenses stated therein shall be conclusive and binding upon the Parties.

• The Independent Accountant shall only decide the specific amounts under dispute and its decision for each Disputed Amount must be within the range of values assigned thereto in the Final Closing Net Working Capital Statement and the Objections Statement, respectively.

• If the Vendors fail to deliver a notice of objection within thirty (30) days after receipt of the Proposed Final Closing Net Working Capital Statement, they shall be deemed to have accepted the Proposed Final Closing Net Working Capital Statement prepared by the Purchaser and the Proposed Final Closing Net Working Capital Statement shall be final, conclusive and binding on the parties.

• The Sellers and Buyer shall bear their own expenses in the preparation and review of the Final Closing Net Working Capital Statement, except that the fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by the Sellers.

• Any such amounts determined to be payable pursuant to the Final Closing Net Working Capital Statement shall be paid to the Sellers (or any of them), on the one hand, or Buyer, on the other hand, pursuant to Section 2.02(c)(iii) (the “Final Closing Net Working Capital Payment”).

• As used herein, "Final Closing Net Working Capital Statement" shall mean either (x) the Proposed Closing Net Working Capital Statement as mutually agreed to by the parties or (y) in the event of any dispute resolved by the Firm, the Proposed Closing Net Working Capital Statement as amended and restated by the Firm.

• Other than product warranty claims arising in the ordinary course of business, no amount of such accounts receivable is contingent upon the future performance by Sellers of any obligation and, other than as reflected on the Reference Balance Sheet or the Final Closing Net Working Capital Statement, no agreement for deduction or discount has been made with respect to any such accounts receivable.

• Any dispute with respect to the Final Closing Net Working Capital Statement will not affect any undisputed amounts in the Final Closing Net Working Capital Statement or the related payments contemplated by this Section 2.02(c).

• The Proposed Final Closing Net Working Capital Statement as finally determined (whether by failure of the Vendors to deliver timely notice of objection as set forth above, by agreement of the Vendors and the Purchaser, or by determination of the Accountants) is referred to herein as the “Final Closing Net Working Capital”.

• Any amounts on the Final Closing Net Working Capital Statement not disputed in writing by the Sellers within thirty (30) Business Days after receipt of the Final Closing Net Working Capital Statement shall be final, binding and conclusive for purposes of this Agreement.