Working Capital Dispute definition

Working Capital Dispute shall have the meaning set forth in Section 1.6(b)(i).

Working Capital Dispute. Notice shall identify each disputed item on the Closing Balance Sheet, specify the amount of such dispute and set forth the basis for such dispute. In the event of such a dispute, Buyer and the LifeTime Representatives shall attempt in good faith to reconcile their differences, and any resolution by them as to any disputed items shall be final, binding and conclusive on the parties and shall be evidenced by a writing signed by Buyer and the LifeTime Representatives, including a revised Closing Balance Sheet reflecting such resolution (a "REVISED CLOSING BALANCE SHEET"). If Buyer and the LifeTime Representatives are unable to reach such resolution within twenty (20) days after the LifeTime Representatives' delivery of the Working Capital Dispute Notice to Buyer and Baywood, then Buyer and the LifeTime Representatives shall promptly submit any remaining disputed items for final binding resolution to any independent accounting firm mutually acceptable to Buyer and the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime). If Buyer and the LifeTime Representatives are unable to agree on an independent accounting firm, an independent accounting firm selected by Buyer (which accounting firm has not, within the prior 24 months, provided services to Buyer or Baywood) and an independent accounting firm selected by the LifeTime Representatives (which accounting firm has not, within the prior 24 months, provided services to LifeTime) shall select an independent accounting firm that has not, within the prior 24 months, provided services to any of Buyer, Baywood or LifeTime. Such independent accounting firm mutually agreed upon by Buyer and the LifeTime Representatives or by the procedure referenced in the immediately preceding sentence, as the case may be, is hereinafter referred to as the "INDEPENDENT ACCOUNTING FIRM." If any remaining disputed items are submitted to the Independent Accounting Firm for resolution (A) each party will furnish to the Independent Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items with the Independent Accounting Firm; (B) each party will use its good faith commercially reasonable ef...

Working Capital Dispute is defined in Section 2.6.

Examples of Working Capital Dispute in a sentence

• If Sellers disagree with Buyer’s calculation of the Business Working Capital as set forth in Buyer’s Working Capital Statement, Sellers may provide written notice to Buyer disputing such calculations or lack thereof (a “Working Capital Dispute Notice”), which Working Capital Dispute Notice shall specify the nature of the disagreement to the extent practicable.

• If Sellers do not provide a Working Capital Dispute Notice within thirty (30) calendar days after delivery of Buyer’s Working Capital Statement, then such statement shall be deemed accepted by Sellers, and the Business Working Capital as reflected on the Buyer’s Working Capital Statement shall be deemed final, and no longer subject to review or contest by Sellers in the absence of fraud or manifest error.

• Any item or amount to which no dispute is raised in the Working Capital Dispute Notice will be final, conclusive and binding on the parties on such twentieth (20th) Business Day.

• The Accounting Firm will promptly review only those unresolved items and amounts specifically set forth and objected to in the Working Capital Dispute Notice and resolve the dispute with respect to each such specific unresolved item and amount in accordance with this Agreement.

• In resolving any Working Capital Dispute, the Neutral Firm (x) shall be instructed to comply with the provisions of this Section 3.3(d) and (y) may not assign a value to any item greater than the greatest value for such items claimed by either party or less than the smallest value for such items claimed by either party.

• Buyer and the Sellers’ Representative will attempt to promptly resolve the matters raised in any Working Capital Dispute Notice in good faith.

• If a Working Capital Dispute Notice is delivered, then the Parties shall each use their commercially reasonable efforts to resolve the dispute and negotiate with each other in good faith to reach a satisfactory resolution.

• Seller will notify Buyer in writing (the “Net Working Capital Dispute Notice”) within thirty (30) days after receiving the Buyer’s Report if Seller disagrees with the Buyer’s calculation of the Closing Date Net Working Capital as set forth in the Buyer’s Report, which notice shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Seller’s calculation of the Closing Date Net Working Capital.

• Any amounts not disputed in the Working Capital Dispute Notice (if one is delivered) shall be deemed to be accepted by the Seller Companies as final.

• If no Net Working Capital Dispute Notice is received by Buyer within such thirty (30) day period, the Buyer’s calculation of the Closing Date Net Working Capital as set forth in the Buyer’s Report shall be final and binding upon the parties hereto.