Examples of Closing Net Capital in a sentence
Purchaser shall pay or cause to be paid to Seller any refunds of Taxes (other than refunds reflected in the computation of Closing Net Capital as finally determined under Section 1.3) attributable to any Tax Returns filed prior to the date of this Agreement with respect to any Pre-Closing Tax Period that are received by Purchaser or the Company, net of any costs attributable to the receipt of such refund, within 30 days after the receipt of such refund.
Prior to or on the date that is sixty (60) days after the Closing Date, Buyers shall prepare and deliver to Sellers a statement (the “ Adjustment Statement”) that shall set forth Buyers’ calculation, as of the Adjustment Time, of each of the Purchase Price Adjustments determined in accordance with the definitions of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital.
If Seller does not deliver a Seller Objection Notice within the Seller Review Period, Seller shall be deemed to agree in all respects with the Closing Net Capital Statement and the items and amounts reflected thereon shall be final and binding upon Purchaser and Seller.
In performing their review, the Accountants shall apply the Balance Sheet Principles and determine the accurate application of the Balance Sheet Principles to only those items or amounts in the Closing Net Capital Statement and the calculation of Closing Net Capital as to which Seller has, in the Seller Objection Notice, disagreed.
The Accountants shall be required to deliver to Purchaser and Seller, as promptly as practicable, but no later than thirty (30) calendar days after the Accountants are engaged, a written report setting forth their resolution and, if applicable, their calculation of the disputed items or amounts and the final calculation of the Closing Net Capital as of the Closing Date.
Within thirty (30) calendar days after the delivery to Seller of the Closing Date Balance Sheet and the Closing Net Capital Statement (the “Seller Review Period”), Seller shall notify Purchaser of its agreement or disagreement with the calculation of Closing Net Capital as set forth in the Closing Net Capital Statement.
Upon delivery of the Accountants’ report, such report and the calculation of Closing Net Capital set forth therein shall be final and binding upon Purchaser and Seller, and in connection with such Accountants’ report, no party shall seek recourse to the courts, other tribunals or venues pursuant to this Agreement or otherwise, other than to collect any amounts due under this Section 1.3. The cost of such review and report shall be split equally by Purchaser on the one hand and Seller on the other hand.
Prior to or on the date that is sixty (60) days after the Closing Date, Buyers shall prepare and deliver to Sellers a statement (the “ Adjustment Statement ”) that shall set forth Buyers’ calculation, as of the Adjustment Time, of each of the Purchase Price Adjustments determined in accordance with the definitions of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital.
At least five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyers a statement (the “ Estimated Adjustment Statement ”) containing Sellers’ good faith estimate, as of the Adjustment Time, of each of the Purchase Price Adjustments determined in accordance with the definitions of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital.
At least five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyers a statement (the “Estimated Adjustment Statement”) containing Sellers’ good faith estimate, as of the Adjustment Time, of each of the Purchase Price Adjustments determined in accordance with the definitions of Closing Net Capital Expenditure, Closing Net Indebtedness and Closing Working Capital.