Final Net Working Capital. (i) No later than ten (10) days after the Closing Date, the Sellers will deliver to the Buyers the consolidated balance sheet of the AUC Entities (other than MEIO) as of the Closing Date (the “Seller Closing Balance Sheet”). The Seller Closing Balance Sheet shall be prepared in accordance with the same accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied by the AUC Entities (other than MEIO) in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a). No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”). After delivery of the Closing Statement, the Sellers and their accountants shall be permitted to review and copy the work papers of the Buyers and their accountants related to the preparation of the Closing Statement and make other reasonable inquiries of the Buyers and their accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. If the Sellers have any objections to the Closing Statement, then the Sellers shall deliver to the Buyers a statement (an “Objection Statement”) setting forth their disputes or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, the Sellers’ proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to the Buyers within thirty (30) days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Buyers shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then the Buyers and the Sellers shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Seller and the Buyers shall submit each unresolved Objection Dispute to KPMG LLP (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set...
Final Net Working Capital. The term "Final Net Working Capital" shall have the meaning as contained in Section 2.5.
Final Net Working Capital. Within ninety (90) days after the Closing Date, the Buyer shall submit to the Shareholder Representative its written calculations, prepared in accordance with GAAP and the Working Capital Methodology (with the addition of new line items thereto as may be required by changes in Current Assets or Current Liabilities) of the Net Working Capital as of the Sunday immediately preceding the Closing Date (the “Final Net Working Capital”), accompanied by the Buyer’s work papers supporting such calculations and Company’s balance sheet as of 11:59 p.m. on the Sunday immediately preceding the Closing Date (the “Final Balance Sheet”). The Shareholder Representative and his representatives shall be provided access, during normal business hours following reasonable advance notice and in a manner that does not unreasonably interfere with the operations of the Buyer or the Company, to all materials, records (including work papers, schedules, memoranda and other documents) and personnel of the Buyer or the Company reasonably necessary for the Shareholder Representative to verify the amount of the Final Net Working Capital. The Final Net Working Capital and the Final Balance Sheet submitted by the Buyer to the Shareholder Representative shall become final and binding upon the Buyer and the Sellers thirty (30) days after delivery thereof to the Shareholder Representative (the “Purchase Price Review Period”), unless the Shareholder Representative, within the Purchase Price Review Period, provides written notice to the Buyer disputing the amount of the Final Net Working Capital or the Final Balance Sheet, specifying in reasonable detail the amount, nature and basis of all disputed items (the “Protest Letter”), in which case the Final Net Working Capital and the Final Balance Sheet of the Company shall not be binding upon the parties and such dispute shall be resolved pursuant to Section 2.3(c).
Final Net Working Capital. 3.2(d) Final Statement........................................3.2(d) Financial Statements...................................5.4(b) GBS..................................................
Final Net Working Capital. Seller and Shareholders shall assist Purchaser, in any manner requested by Purchaser, in calculating the Final Net Working Capital and the Net Working Capital Adjustment.
Final Net Working Capital. 6, 17 Final Payment Date.........................................................6, 50 Final Payment Date Withheld Amount.........................................6, 50 GAAP...........................................................................6
Final Net Working Capital. The term "Final Net Working Capital" shall mean the value of the Current Assets set forth on the Final Effective Date Balance Sheet, less all of the Current Liabilities set forth on the Final Effective Date Balance Sheet.
Final Net Working Capital. (i) Within seventy-five (75) calendar days after the Closing Date, Buyer shall prepare and deliver to the Representative a reasonably detailed statement (the “Closing Statement”) setting forth, along with the related calculations, Buyer’s good faith determination of the actual amount of Closing Net Working Capital, together with copies of such documentation used in the calculations thereof as may be reasonably requested by the Representative to allow the Representative and its advisors to review such calculations and the related adjustments to the Purchase Price contemplated by Section 1.3(c). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 1.3(d).
Final Net Working Capital. (a) As promptly as possible, but in any event within fifty (50) days after the Closing Date, Buyer will deliver to the Member Representative a consolidated balance sheet of Zonecare as of the Closing Date (the “Closing Balance Sheet”) and a statement showing the calculation of the Net Working Capital derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Preliminary Net Working Capital Statement”). Except as set forth in Schedule 1.3, the Closing Balance Sheet shall be prepared and determined on a consolidated basis in accordance with GAAP and the Net Working Capital and Closing Balance Sheet shall be prepared and determined using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of Zonecare as of the fiscal year ended December 31, 2006 (the “2006 Balance Sheet”) and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments. The parties agree that the purpose of preparing the Closing Balance Sheet and determining the Net Working Capital and the related purchase price adjustment contemplated by this Section 1.3 is to measure changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining the Net Working Capital, as any of the foregoing should be modified to correct manifest error. After delivery of the Preliminary Net Working Capital Statement, the Member Representative and its accountants shall be permitted full access to review Zonecare’s books and records and work papers related to the preparation of the Preliminary Net Working Capital Statement. The Member Representative and its accountants may make inquires of Buyer, Zonecare and their respective accountants regarding questions concerning or disagreements with the Preliminary Net Working Capital Statement arising in the course of their review thereof, and Buyer shall use its, and shall cause Zonecare to use their, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries, subject to the execution by the Member Representative and its accountants of such “access” agreements and other d...
Final Net Working Capital. (i) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereafter, Buyer shall prepare and deliver to Sellers a Final Effective Time Balance Sheet and a calculation of the Final Effective Time Net Working Capital using the same methodology set forth on Exhibit E (the “Final Calculations”).
