Determination of Closing Working Capital. Simultaneously with the delivery of the Closing Date Balance Sheet pursuant to Section 3.1 hereof, the Buyer shall furnish to the Sellers' Representative a notice (the "Notice") setting forth the Closing Working Capital, which notice shall include such information indicating how the Closing Working Capital was calculated, together with copies of the General Partners' and Partnership's (as applicable) work papers relating to the preparation of the Closing Date Balance Sheet and the calculation of Closing Working Capital. The Closing Working Capital set forth in the Notice shall be final and binding upon the parties unless the Sellers' Representative gives written notice to the Buyer of his objection thereto (the "Notice of Objection") within 20 days following delivery of the Notice. Any such Notice of Objection shall state the Sellers' Representative's determination of the Closing Working Capital in reasonable detail. The Buyer and the Sellers' Representative shall attempt to resolve in good faith any differences they may have with respect to any matter specified in any Notice of Objection and reach a written agreement (the "Settlement") with respect to the Closing Working Capital within ten days following delivery of any Notice of Objection. If the Buyer and the Sellers' Representative are unable to reach a Settlement within such ten-day period, the matters specified in the Notice of Objection shall be referred for determination as promptly as practicable to a nationally recognized accounting firm mutually selected by the Buyer and the Sellers' Representative within three Business Days after the expiration of such ten-day period, or, if the Sellers' Representative and the Buyer cannot so agree within such three-Business Day period, such firm shall be selected by lot from among the "Big 6" independent certified public accounting firms in the United States, other than the Buyer's Accountants and the Sellers' Accountants (the "Accountants"). The Accountants' determination (the "Final Determination") shall be (i) in writing, (ii) delivered to the Buyer and the Sellers' Representative and (iii) conclusive and binding upon the parties. The fees and expenses of the Accountants shall be borne equally by the Buyer and the Sellers.
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”). “
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”).
Determination of Closing Working Capital. (a) 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.
Determination of Closing Working Capital. (a) As promptly as reasonably practicable following the Closing Date (but not later than ninety (90) days after the Closing Date), Purchaser shall:
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.
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.
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).
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).
Determination of Closing Working Capital. (a) Promptly after the Closing Date, and in any event not later than forty-five (45) days following the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”) setting forth Purchaser’s good faith calculation of the amount of Closing Working Capital. If a Closing Working Capital Statement is not delivered by Purchaser within forty-five (45) days after the Closing Date, then the Closing Working Capital shall be deemed to be equal to the Target Working Capital and shall be final, binding and non-appealable by the Parties, unless, following such failure by Purchaser to deliver a Closing Working Capital Statement within forty-five (45) days after the Closing, Seller elects (in its sole discretion) to deliver a Closing Working Capital Statement to Purchaser no later than forty-five (45) days after such initial forty-five (45) day period.
