Examples of Proposed Net Working Capital in a sentence
Sellers’ Representative shall have the right to either accept or dispute the amounts reflected on the Proposed Closing Balance Sheet, including the amount of the Proposed Net Working Capital as reflected therein by delivering written notice (as applicable, an “Acceptance Notice” or a “Dispute Notice”) to the Purchaser before the expiration of the Objection Period.
The fees and disbursements of the representatives of each party incurred in connection with their preparation or review of the Proposed Net Working Capital Calculation and the preparation or review of any notice of objection, as applicable, shall be borne by such party.
If Buyer and the Shareholders mutually agree upon the Proposed Net Working Capital Calculation, within twenty (20) Business Days after Buyer’s delivery of such applicable notice, such agreement shall be binding upon the parties to this Agreement.
The parties agree that the Proposed Net Working Capital Calculation shall be prepared so that it presents fairly the Closing Net Working Capital, in accordance with GAAP, except for such deviations from GAAP as set forth on Schedule 2.04.
On the Closing Date and promptly following the Closing, representatives of the Purchaser and Seller shall jointly survey, measure and calculate the coal inventory using the inventory methodology set forth on Annex I, which coal inventory calculation shall be used in determining the Proposed Net Working Capital.
The Proposed Net Working Capital Calculation shall be binding upon the parties to this Agreement unless the Shareholders give written notice of disagreement with any of the values or amounts contained therein to Buyer within twenty (20) Business Days after their receipt of the Proposed Net Working Capital Calculation, specifying in reasonable detail the nature and extent of such disagreement.
In the event Buyer disputes the correctness of the Proposed Final Net Tangible Asset Amount or the Proposed Net Working Capital Change Amount, Buyer shall notify Seller of its objections within 45 days after receipt of Seller's calculation of the Proposed Final Net Tangible Asset Amount and the Proposed Net Working Capital Change Amount and shall set forth, in writing and reasonable detail, the reasons for Buyer's objections.
During the Objection Period, the Purchaser shall provide Sellers’ Representative with access to all of the documents, books and records used by the Purchaser in preparing the Proposed Closing Balance Sheet and the Proposed Net Working Capital.
If the Purchaser objects to the Proposed Closing Balance Sheet, the calculation of the Proposed Net Working Capital or the calculation of the Proposed Target in accordance with Section 2.4(b) above, the Purchaser and the Seller shall cooperate in good faith with each other and negotiate in good faith to resolve any disputed items during the period of thirty (30) days following the date on which the objection notice is given by the Purchaser to the Seller (the “ Negotiation Period”).
If Seller and Buyer mutually agree upon the Proposed Net Working Capital Amount within thirty (30) days after Buyer's delivery of such notice of disagreement, such agreement shall be binding upon the parties hereto for purposes of this Agreement.