Examples of Second Closing Net Working Capital in a sentence
On or prior to the last day of the Second Closing Review Period, the Sellers’ Representative may object to the Second Closing Net Working Capital Statement by delivering to Buyer a Statement of Objections.
If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Second Closing Review Period, the Second Closing Net Working Capital Statement and the Second Closing Post-Closing Adjustment, as the case may be, reflected in the Second Closing Net Working Capital Statement shall be deemed to have been accepted by the Sellers’ Representative.
The Independent Accountant shall make a determination as soon as practicable within 45 days (or such other time as the Parties hereto shall agree in writing) after its engagement in connection with the Second Closing, and their resolution of the Second Closing Disputed Amounts and their adjustments to the Second Closing Net Working Capital Statement and/or the Second Closing Post-Closing Adjustment shall be conclusive and binding upon the Parties hereto.
The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Second Closing Disputed Amount must be within the range of values assigned to each such item in the Second Closing Net Working Capital Statement and the applicable Statement of Objections, respectively.
No objection may be raised by either Seller as to any items in the Second Closing Net Working Capital Statement that gives effect to any accounting issues raised by Buyer’s advisor, EisnerAmper LLP and which are identified on Schedule 2.4(g)(ii).
After receipt of the Second Closing Net Working Capital Statement, the Sellers’ Representative shall have 30 days (the “Second Closing Review Period”) to review the Second Closing Net Working Capital Statement.