Examples of Revised Net Working Capital in a sentence
Seller shall cooperate as reasonably requested by Buyer in connection with the determination of the Revised Net Working Capital and Revised Derivative Adjustment.
The Parties shall in good faith attempt to resolve all disputes related to the Revised Closing Balance Sheet and Revised Net Working Capital Statement, in which event the Revised Closing Balance Sheet and the Revised Net Working Capital Statement, as amended to the extent necessary to reflect the resolution of the disputes, shall be conclusive and binding on the Parties.
If the Company delivers a Revised Net Working Capital Objection Notice within the specified time, authorized representatives of Parent and the Company shall promptly negotiate in good faith to resolve such objections.
To the extent not in possession of the Company, Xxxxxxxx shall provide Purchaser and its representatives and accountants full access to all relevant books and records and to employees of Xxxxxxxx to the extent necessary for Purchaser to review the Revised Closing Balance Sheet and the Revised Net Working Capital Statement and in connection with any dispute with respect to the Revised Closing Balance Sheet and the Revised Net Working Capital Statement.
If the Company shall fail to promptly repay the Revised Net Working Capital Adjustment Amount, in addition to any other remedies Buyer may have, Buyer may offset the amount of the Revised Net Working Capital Adjustment Amount against the principal amount of the Note or against any Royalty Payments that may become payable.
If Parent and the Company are unable to reach an agreement with respect to the objections within 30 calendar days after delivery of such Revised Net Working Capital Objection Notice, Parent shall engage an accounting firm of recognized national standing reasonably acceptable to the Company to review the Revised Net Working Capital Calculation and resolve the objections.
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Within ninety (90) days after the Closing Date, Buyer (a) shall determine the Revised Net Working Capital in accordance with GAAP applied in a manner consistent with the Accounting Methodology and shall provide Seller with written notice of such determination, and (b) shall determine the Revised Derivative Adjustment in accordance with the Derivative Computation Methodology and shall provide Seller with written notice of such determination.
If there is a timely Revised Net Working Capital Objection Notice, the Revised Net Working Capital Calculation as revised, if applicable, by the agreement of Parent and the Company or by the Accountant, shall be the binding and final determination of Revised Net Working Capital.
The Revised Net Working Capital Calculation shall be binding and final unless within 30 calendar days after delivery of the Revised Net Working Capital Calculation to the Company, the Company delivers to Parent written objection to the Net Working Capital Calculation (a “Revised Net Working Capital Objection Notice”).