Examples of Closing WC in a sentence
No person has asserted in writing or, to knowledge of Sellers, threatened to assert any counterclaims or offsetting claims or defenses to collection of any of the accounts receivable of the Companies and their subsidiaries other than (a) claims in the ordinary course which in the aggregate are not material relative to the total amount, net of reserves, of the accounts receivable taken as a whole or (b) claims included in the Estimated Closing WC Amount.
All of the inventory recorded on the Combined Balance Sheet consists of, and all inventory on the Closing Date will consist of, items of a quality usable or saleable in the ordinary course of business consistent with past practice except to the extent of the reserve therefor set forth in the Estimated Closing WC Amount.
Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Closing WC (including any Taxes resulting from the consummation of the transactions contemplated by the Split-Off Documents).
Notwithstanding any provision of this Agreement to the contrary, the Closing WC shall be calculated by only including the assets and liabilities specified in the definition of Closing WC on Schedule 1.1(b).
Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company shown on such Tax Returns with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a liability in the calculation of Closing WC.
The term “Final Closing WC” means the definitive Closing WC as agreed to by Sellers and Purchaser or resulting from the determination by the Independent Accounting Firm in accordance with this Section 2.3(c).
The Closing Purchase Price will be: (A) increased dollar-for-dollar by the amount that the Closing WC is greater than the Preliminary WC, or (B) decreased dollar-for-dollar by the amount that the Closing WC is less than the Preliminary WC.
During the ten (10) Business Day period following delivery of the Closing WC Statement, Buyer and its agents shall be provided with such access to the financial books and records of Seller as may reasonably be requested by Buyer (including bank account and merchant account statements) to enable Buyer to evaluate the Closing WC Statement.
All of the Liabilities set forth on Schedule 4.21(other than the Notes) shall have been paid by Company prior to Closing or shall be included in the Closing WC unless otherwise expressly agreed to by Buyer.
During such forty five (45) day period, Purchaser will permit Seller Representative access to all records and work papers relating to Purchaser’s calculation of Closing WC as may be reasonably necessary to permit Seller Representative to confirm Purchaser’s calculation of Closing WC.