Examples of Closing NWC in a sentence
If the Seller does not deliver to Purchaser a NWC Dispute Notice prior to the expiration of the NWC Review Period, the Seller shall be conclusively deemed to have waived any right to object to the Post- Closing NWC Statement delivered by Purchaser and the Post-Closing NWC Statement delivered by Purchaser shall be final and binding upon Purchaser, the Company and the Seller.
The Closing Net Working Capital set forth on the Final Post- Closing NWC Statement is referred to herein as the “Final Closing Net Working Capital.” The fees, costs and expenses of the Independent Accountants incurred in connection with the resolution of disputes pursuant to this Section 1.5(b) shall be paid by Purchaser, on the one hand, and by the Seller, on the other hand, based upon the percentage that the amount not awarded to such Party bears to the amount actually contested by such Party.
If, in its preparation of the Closing NWC Statement, Bxxxx discovers that any amount of the Deferred Revenue Reduction was not accounted for at Closing, Buyer may include such amounts in the Closing NWC Statement to either reduce what it owes Seller under the Post-Closing Adjustment or add to what Seller owes to Buyer under the Post-Closing Adjustment; provided, however, that this portion will not be subject to the Post-Closing Adjustment Cap.
For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).
All of the Seller's accounts receivable, notes receivable, book debts and other debts of the Business relating to the Business and reflected on the Final Closing Statement or the Closing NWC Statement, as the case may be, including but not limited to those listed on SCHEDULE 2.1(j) (but exclusive of rebates, refunds and insurance claims not included as receivables on the Final Closing Statement or the Closing NWC Statement, as the case may be) (the "ACCOUNTS RECEIVABLE").
On or prior to the last day of the Review Period, Seller may object to the Closing NWC Statement by delivering notice detailing its objections to the Closing NWC Statement.
In the event Buyer and Seller are unable to reach and agreement or resolve Seller’s objections, then any amounts remaining in dispute (the “Disputed Amounts”) shall be submitted for resolution to the office of a mutually agreed to independent and impartial nationally recognized firm of independent certified public accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make adjustments to the Closing NWC Statement as necessary.
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If Seller fails to deliver such notice prior to the expiration of the Review Period, the Closing NWC Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing NWC Statement, as the case may be, shall be deemed to have been accepted by Seller.
Each party shall preserve all Records for a period of five (5) years from the Closing Date and shall allow each other party and its respective representatives, upon reasonable prior notice during normal business hours and without unreasonably interfering with operations, full access to and the right to examine and copy any Records that may be necessary or desirable for the preparation, filing and audit of all tax returns for all periods beginning prior to the Closing Date and the Closing NWC Statement.