Examples of Estimated Working Capital Certificate in a sentence
Purchaser may review such statement and certificate and make comments thereon; however, the Estimated Balance Sheet and the Estimated Working Capital Certificate as prepared by SCT shall be final and binding upon the Parties for the purpose of determining the Purchase Price to be paid on the Closing Date.
SCT shall deliver the Estimated Balance Sheet and the Estimated Working Capital Certificate to Purchaser at least five (5) Business Days prior to the Closing Date.
If the Working Capital as shown on the Estimated Working Capital Certificate is greater than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be increased by the amount of the excess.
The Estimated Working Capital Certificate shall state that it has been prepared in accordance with this Section 2.3(b).
If the Working Capital as shown on the Estimated Working Capital Certificate is less than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be reduced by the amount of the deficiency.
SCT will cause to be prepared and delivered to Purchaser a balance sheet for the Business, as of the Closing Date (the "Estimated Balance Sheet") and a certificate based on such Estimated Balance Sheet setting forth its estimate of Working Capital, Current Assets and Current Liabilities as of such date (the "Estimated Working Capital Certificate").
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For purposes of the Closing, but without prejudice to any party's rights under this Section 4.2(a), Net Working Capital and the Working Capital Adjustment (as defined below) shall be calculated in accordance with the data set forth in the Estimated Working Capital Certificate.
If Parent disputes the Estimated Working Capital (or any portion thereof) prior to the Closing Date, then Parent and Seller will negotiate in good faith to resolve any such dispute at or prior to the Closing Date and shall agree in writing upon the resolution thereof, which shall be reflected in a final Estimated Working Capital Certificate delivered at Closing.
For purposes of the Closing, but without prejudice to any party's rights under this Section 4.2(a), Net Working Capital -------------- and the Working Capital Adjustment (as defined below) shall be calculated in accordance with the data set forth in the Estimated Working Capital Certificate.