Final Closing Working Capital Amount definition

Final Closing Working Capital Amount and the Closing Working Capital Statement agreed to by the Parties shall be deemed to be the “Final Closing Working Capital Statement.”

Final Closing Working Capital Amount means the Closing Working Capital Amount calculated on the basis of the Final Closing Date Balance Sheet.

Final Closing Working Capital Amount has the meaning set forth in Section 1.04(b).

Examples of Final Closing Working Capital Amount in a sentence

• If the Final Closing Working Capital Amount is more than the Target Working Capital Amount, then Buyer shall pay to Sellers an amount equal to the difference between the Final Closing Working Capital Amount and the Target Working Capital Amount.

• The Closing Working Capital Amount determined by the Neutral Accountant shall be deemed to be the Final Closing Working Capital Amount and the Closing Working Capital Statement, as adjusted to reflect such determination, shall be deemed to be the Final Closing Working Capital Statement.

• All material Taxes due and payable by the Target Companies prior to the Closing have been, or will have been, paid in full prior to the Closing or accrued as a Current Liability in the Final Closing Working Capital Amount.

• Failure of Buyer to deliver a Dispute Notice within 60 days after receiving the Closing Working Capital Statement shall constitute acceptance of the Closing Working Capital Amount set forth on the Closing Working Capital Statement, whereupon such Closing Working Capital Amount shall be deemed to be the Final Closing Working Capital Amount and the Closing Working Capital Statement shall be deemed to be the Final Closing Working Capital Statement.

• Any payment pursuant to this Section 1.4(h) shall be made in cash by wire transfer of immediately available funds into an account or accounts designated by the Buyer or Sellers, as the case may be, within five Business Days after the date on which the Final Closing Working Capital Amount is determined pursuant to this Section 1.4.

More Definitions of Final Closing Working Capital Amount

Final Closing Working Capital Amount means the Closing Working Capital Amount, as deemed final, binding, and conclusive in accordance with Section 2.06.

Final Closing Working Capital Amount as defined in Section 1.3(c).

Final Closing Working Capital Amount means (i) the Closing Working Capital Amount as set forth on the Closing Working Capital Statement if the Seller Representative accepts the Closing Working Capital Statement as delivered or does not deliver a Notice of Objection during the Objection Period, or (ii) the Closing Working Capital Amount determined pursuant to Section 2.6(d) above, if the Seller Representative delivers a Notice of Objection.

Final Closing Working Capital Amount means the dollar amount of the Working Capital as of 12:01 a.m. Mountain Time on the Closing Date, as deemed final, binding, and conclusive in accordance with Section 2.06.

Final Closing Working Capital Amount means the Working Capital Amount as finally determined (a) as set forth in the Final Statement delivered by the Buyer and accepted by the Sellers, whether expressly or by their failure to timely deliver a written notice of dispute in accordance with Section 2.4(b); (b) as finally determined by the Accounting Firm pursuant to Section 2.4(b); (c) as set forth in the Estimated Closing Statement or as determined by the Independent Accounting Firm under Section 2.4(c); or (d) as agreed in any written agreement between the Buyer and JI.

Final Closing Working Capital Amount means the Closing Working Capital Amount, in each case as finally agreed or determined in accordance with this Section 2.10. Upon such final agreement or determination, the Initial Merger Consideration shall be recalculated as follows: (i) increased by the sum of (1) the amount, if any, that the Estimated Company Transaction Expenses exceeds the Final Company Transaction Expenses, plus (2) the amount, if any, that the Final Closing Date Cash exceeds the Estimated Closing Date Cash, plus (3) the amount, if any, that the Estimated Assumed Indebtedness exceeds the Final Assumed Indebtedness, plus (4) the amount, if any, that the Final Closing Working Capital Amount exceeds the Estimated Closing Working Capital Amount; and (ii) decreased by the sum of (1) the amount, if any, that the Final Company Transaction Expenses exceeds the Estimated Company Transaction Expenses, plus (2) the amount, if any, that the Estimated Closing Date Cash exceeds the Final Closing Date Cash, plus (3) the amount, if any, that the Final Assumed Indebtedness exceeds the Estimated Assumed Indebtedness, plus (4) the amount, if any, that the Estimated Closing Working Capital Amount exceeds the Final Closing Working Capital Amount (such recalculated amount, the “Final Merger Consideration”).

Final Closing Working Capital Amount and the Closing Working Capital Statement, as adjusted to reflect such determination, shall be deemed to be the “Final Closing Working Capital Statement”. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error. In determining the Final Closing Working Capital Amount and the Final Closing Working Capital Statement, the Neutral Accountant shall act as an expert and not as arbitrator, and the Neutral Accountant’s authority is limited to resolving disputed issues of fact (and not law). The procedures set forth in this Section 1.4 concerning the determination of the Final Closing Working Capital Amount and the Final Closing Working Capital Statement shall be governed by the law of expert determination and appraisal rather than the law of arbitration.