Final Working Capital Statement. (i) On the Closing Date, Sellers and Purchaser shall conduct a physical count of Working Capital and as soon as practicable thereafter but in any event no later than ninety (90) days after the Closing Date, Sellers shall determine the aggregate value of the Working Capital as of the Closing based upon such physical count and in accordance with Schedule 3.3(b)(i), and deliver to Purchaser a statement containing such calculation (the “Draft Working Capital Statement”).
Final Working Capital Statement. In addition, the Buyer’s Accountant shall certify a working capital statement (the “Final Working Capital Statement”) setting forth the computation of the final working capital amount derived therefrom as of the Closing Date (the “Final Working Capital”), which statement shall be prepared in accordance with US GAAP as applied in preparing the Audited Financials and in a manner consistent with the past practices of the Sellers, except that no effect shall be given to any purchase accounting or other similar adjustments resulting from the consummation of the transactions contemplated in this Agreement or any other Transaction Document.
Final Working Capital Statement. During the first twenty (20) days following the date upon which the Buyer receives a Notice of Disagreement, the Seller Representative and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20) day period (or earlier by mutual agreement to arbitrate) Buyer and the Seller Representative have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the “Working Capital Statement Arbitrator”) by either Party for review and resolution. The Working Capital Statement Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by Buyer and the Seller Representative in writing. The hearing date will be scheduled by the Working Capital Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven (7) days prior to the hearing date set by the Working Capital Statement Arbitrator, submit to the Working Capital Statement Arbitrator (with a contemporaneous copy to the other Parties) a brief (to include such Party’s calculations with regard to amounts in dispute on the Closing Working Capital Statement) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The figures submitted need not be the figures discussed during prior conversations. The Working Capital Statement Arbitrator shall render a decision resolving the matters in dispute on the basis of the standards set forth in this Section 3.2 (which decision shall include a written statement of findings and conclusions and shall in no event, for any unresolved matter, include a finding or conclusion in favor of an amount outside the range of the amounts submitted by each party in its brief) within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Working Capital Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Working Capital Statement reflecting such decisions with reasonable detail as to each disputed item. The decision of the Working Capital Statement Arbitrator shall be final and binding on the Parties, other than in respect of manifest arithmetic error...
Final Working Capital Statement. Not later than sixty ------------------------------- (60) days after the expiration date or effective date of any such termination, as the case may be (in any such case, the "Termination Date"), Representative shall prepare a statement in accordance with those principles, practices and captions utilized in preparing the Opening Working Capital Statement which shall set forth the Working Capital of the Networks as of the close of business on the Termination Date (the "Final Working Capital Statement"), and shall deliver the Final Working Capital Statement to Owner.
Final Working Capital Statement. The Final Working Capital Statement shall be prepared in accordance with GAAP using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the Audited Financial Statements, subject to the provisions of Section 2.2(c)(ii). Purchaser shall provide to the Stockholders Representative such back-up or supporting data relating to the preparation of the Final Working Capital Statement as the Stockholders Representative may reasonably request. Purchaser shall also provide, and cause each of the Company Entities or any successors thereto to provide, the Stockholders Representative and their accountants and other representatives with such reasonable access to the books, records, personnel and accountants of each of the Company Entities, at reasonable times and upon reasonable notice, as the Stockholders Representative may reasonably request for the purposes of evaluating the Final Working Capital Statement. If the Stockholders Representative disputes the accuracy of the Final Working Capital Statement, the Stockholders Representative must deliver written notice of its dispute to Purchaser within thirty (30) calendar days after the Stockholders Representative’s receipt of the Final Working Capital Statement, which notice shall specify in reasonable detail the portion of Purchaser’s calculation that the Stockholders Representative disputes and the basis for the Stockholders Representative’s dispute. Any portion of Purchaser’s calculation not so disputed by the Stockholders Representative within such time frame will be deemed to be final and binding on the Stockholders Representative and the Sellers. Purchaser and the Stockholders Representative shall endeavor in good faith to resolve any such dispute within the thirty (30) calendar day period following the delivery by the Stockholders Representative of such notice. If the parties are unable to settle any such dispute within such thirty (30) calendar days after the Stockholders Representative notifies Purchaser of its dispute, then the dispute shall be submitted promptly to Deloitte & Touche (the “Accountant”). The Accountant shall act as an arbitrator to determine only those issues still in dispute and the determination of the Accountant shall either adopt the position of the Stockholders Representative or Purchaser or result in an adjustment that is within the range of those respective positions. The Accountant shall be instructed only to resolve all outstanding di...
Final Working Capital Statement. Within forty-five (45) days after the Closing Date, Parent shall prepare and deliver to the Representatives an unaudited balance sheet of the Company at and as of the Reference Date (the "Reference Date Balance Sheet") which shall be accompanied by a statement of Net Working Capital as of the Reference Date as determined in accordance with Section 1.7(a) (the "Statement of Working Capital").
Final Working Capital Statement. Within 90 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller an audited balance sheet (the “Closing Balance Sheet”) setting forth the Purchased Assets and the Assumed Liabilities as of the Closing Date, including a working capital statement (the “Final Working Capital Statement”) based thereon setting forth the Net Working Capital as of the Closing Date (the “Final Working Capital”). Both the Closing Balance Sheet and the Final Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Seller’s past practices using the same accounting principles, practices, methodologies and policies for GAAP used in the preparation of the Estimated Working Capital Statement.
Final Working Capital Statement. The definition of "Final Working ------------------------------- Capital Statement" in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Final Working Capital Statement. 3 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Final Working Capital Statement. Within sixty (60) days after the Closing Date, Parent shall in good faith prepare and deliver to the Representative an unaudited balance sheet of the Company at and as of the Closing Date (the "Closing Balance Sheet") which shall be accompanied by a statement of Net Working Capital as of the Closing Date as reflected on such balance sheet, each of which shall be prepared and presented in accordance with GAAP, consistently applied with the Company's Financial Statements (including the same accounting principles, practices, valuation and estimation methodologies used by the Company in the preparation of the Financial Statements) (the "Statement of Working Capital").
