Final Working Capital Statement definition

Final Working Capital Statement has the meaning set forth in Section 2.04.

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Final Working Capital Statement means the statement of Closing Working Capital determined pursuant to the procedures set forth in Section 2.08(e).

Final Working Capital Statement shall have the meaning set forth in Section 2.5(b).

Examples of Final Working Capital Statement in a sentence

All claims for indemnification pursuant to this Article 10 including with respect to the Final Working Capital Statement, shall be made in accordance with the provisions of the Escrow Agreement so long as it is by its terms applicable.
Grantor shall have 30 days to review the Final Working Capital Statement and supporting documentation and shall have reasonable access to the books, records and personnel of Grantee and NNGC for purposes of verifying the accuracy of the calculation of Final Working Capital.
Except as provided in the preceding sentence, all amounts set forth on the Final Working Capital Statement shall be determined in accordance with GAAP on a basis consistent with the accounting principles used in connection with determining the Estimated Working Capital.
In preparing the Final Working Capital Statement, inventory shall be valued at the lesser of cost or market using FIFO in accordance with GAAP, and shall be based upon a physical count taken by Shareholders and observed by the Purchaser (one-half the cost of which shall be a Company Expense) within three business days prior to the Closing Date.
In the event the Working Capital of the Company, as set forth in the Approved Final Working Capital Statement is less than Three Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($3,750,000.00) Dollars as of the Closing Date (hereinafter, the “Working Capital Difference”), the Cash Consideration and, accordingly, the Purchase Price, shall be reduced by the Working Capital Difference.

More Definitions of Final Working Capital Statement

Final Working Capital Statement has the meaning set forth in Section 3.6(b).

Final Working Capital Statement shall be deemed to be (i) the Closing Working Capital Statement if no Objection is delivered by GP during the thirty (30) day period specified above, or (ii) if an Objection is delivered by GP, the Closing Working Capital Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm. The amount set forth on the Final Working Capital Statement is hereinafter referred to as the “Final Closing Working Capital”.

Final Working Capital Statement means the net working capital statement that sets forth the Current Assets and the Current Liabilities (including the Current Assets and the Current Liabilities related to the Retained Franchises, if any) as of the Closing Time, prepared, or caused to be prepared, by the Buyer in accordance with Section 2.9(d) hereof and, in the event of a Seller’s Working Capital Objection, as adjusted by agreement of the Buyer and the Seller, or by the CPA Firm, acting pursuant to Section 2.9(f).

Final Working Capital Statement setting forth the Net Working Capital as of the close of business on the Closing Date (the “Final Working Capital”) and Cash on Hand as of the close of business on the Closing Date (the “Final Cash on Hand”). The Final Working Capital Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Working Capital Statement.

Final Working Capital Statement shall be (i) the Preliminary Working Capital Statement in the event that (x) the Buyer's Working Capital Objection is not delivered to Sellers in the period set forth in Section 2.04(a)(ii) hereof or (y) Sellers and Buyer so agree; or (ii) the Preliminary Working Capital Statement, as adjusted by either (x) the agreement of Sellers and Buyer or (y) the CPA Firm.

Final Working Capital Statement means: (i) the Preliminary Working Capital Statement if the Representative does not provide a Working Capital Statement Objection to Parent during the period specified in Section 2.11(c); (ii) the Preliminary Working Capital Statement, adjusted in accordance with the Working Capital Statement Objection, if Parent does not provide the Representative with a Working Capital Statement Objection Response during the period specified in Section 2.11(d); or (iii) the Preliminary Working Capital Statement, as adjusted by (A) the written agreement of Parent and the Representative and/or (B) the CPA Firm in accordance with Section 2.11(e)(ii).

Final Working Capital Statement. The fees and expenses of the Working Capital Referee will be shared equally by the Shareholders and the Purchaser, and the decision of the Working Capital Referee with respect to the items of the Closing Balance Sheet and the Working Capital Statement submitted to it will be final, conclusive and binding on the parties. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee, including granting the Working Capital Referee access to such books and records as the Working Capital Referee shall reasonably request, and to cause the Working Capital Referee to resolve any dispute no later than thirty Business Days after the appointment of the Working Capital Referee.