Proposed Net Working Capital definition
Examples of Proposed Net Working Capital in a sentence
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 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.
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.
Seller shall provide Buyer with notice of the time and location at which all procedures relating to the determination of inventory will be undertaken with respect to determination of the Proposed Final Net Tangible Asset Amount and the Proposed Net Working Capital Change Amount and shall permit Buyer and its representatives to be present to coordinate and observe the counting procedure performed and to take such test counts as such representatives of Buyer consider appropriate in the circumstances.
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.
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.
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.
If no Objection Notice is delivered on or prior to the thirtieth (30th) day after Purchaser’s receipt of the Proposed Closing Balance Sheet, the Seller Representative’s calculation of the Proposed Net Working Capital Adjustment Amount shall be deemed to be binding on the parties hereto.
The Proposed Net Working Capital shall be binding upon the parties to this Agreement unless Seller gives written notice of disagreement with any of the values or amounts contained therein to Buyer within thirty (30) days after its receipt of such calculation of Proposed Net Working Capital.
If Seller Representative fails to deliver an Adjustment Report in such thirty (30)-day period, such failure shall constitute the Sellers’ acceptance of the Purchaser’s calculation of Proposed Net Working Capital, Proposed Final Company Party Transaction Expenses and Proposed Final Indebtedness Amount and the Seller Representative will have waived its right to contest the Closing Date Statement or any amounts set forth therein.