Determination of Closing Working Capital. As promptly as ---------------------------------------- practicable after the Closing Date (but in no event later than ninety (90) days after the Closing Date), Buyer shall prepare a statement of the Closing Working Capital (the "Closing Statement"). The Closing Statement shall be prepared on the same basis as the Estimated Working Capital, which in both cases exclude all intercompany accounts other than Included Intercompany Accounts, Excluded Assets, cash and cash equivalents, Excluded Liabilities and deferred Income Taxes. Seller shall have forty five (45) days after receipt to review the Closing Statement and to discuss resolution of the Closing Statement. Seller and its representatives shall be entitled to review the work papers, schedules, memoranda and other documents used by Buyer in preparation of the Closing Statement. If Seller and Buyer agree on the resolution of all matters relating to the Closing Statement within such forty five (45) day period, the Closing Statement shall be final and binding ("Final Statement"), and shall set forth the Working Capital included in the PO/MTBE Assets as of the Effective Date ("Closing Working Capital"). If Seller and Buyer shall fail to reach an agreement with respect to all matters relating to the Closing Statement within such forty five (45) day period, then all disagreements shall be submitted for resolution to the Auditors. The Auditors shall have up to thirty (30) days after such submission to resolve the disputes submitted to the Auditors and shall determine the Closing working Capital which determination shall be final and binding on the Parties. The fees and expenses of Xxxxxx Xxxxxxxx LLP shall be paid by Seller and the fees and expenses of Deloitte & Touche shall be paid by Buyer and the Final Statement shall be adjusted accordingly.
Determination of Closing Working Capital. (a) As soon as practicable following the Closing Date, but no later than 90 days following the Closing Date, the Vendor shall prepare, at the Vendor’s expense, and deliver to Cura- Can the balance sheet of the Corporation and a calculation of the Corporation’s Closing Working Capital as at the beginning of the Closing Date, based on the accrual method of accounting and prepared in accordance with GAAP (the “Closing Working Capital Statement”).
Determination of Closing Working Capital. (a) Promptly after the Closing Date, and in any event not later than forty-five (45) days following the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Working Capital Statement”) setting forth Purchaser’s good faith calculation of the amount of Closing Working Capital. If a Closing Working Capital Statement is not delivered by Purchaser within forty-five (45) days after the Closing Date, then the Closing Working Capital shall be deemed to be equal to the Target Working Capital and shall be final, binding and non-appealable by the Parties, unless, following such failure by Purchaser to deliver a Closing Working Capital Statement within forty-five (45) days after the Closing, Seller elects (in its sole discretion) to deliver a Closing Working Capital Statement to Purchaser no later than forty-five (45) days after such initial forty-five (45) day period.
Determination of Closing Working Capital. (a) Within sixty (60) days after the Closing Date, the Buyers will deliver to the Sellers a certificate (the “Closing Working Capital Certificate”) executed by the Buyers setting forth an itemized statement of Closing Working Capital.
Determination of Closing Working Capital. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent an estimated balance sheet as of the Closing Date, which shall include a good faith calculation of the estimated Working Capital as of the Closing Date prepared in accordance with the Working Capital Methodology applied on a basis consistent with its application in the preparation of the Balance Sheet (except as otherwise provided in the following sentence) (the “Estimated Closing Working Capital”). “
Determination of Closing Working Capital. (a) Within 120 days following the Closing Date, the Purchaser shall prepare or cause to be prepared, at the Purchaser’s sole expense, and deliver to the Sellers’ Representative a calculation of Working Capital as at the Effective Time on the Closing Date, prepared in accordance with the principles, policies, categorizations, definitions, methods, practices, judgments, classifications, estimation methodologies and techniques (the “Working Capital Principles”) set out in Exhibit 3.5(a). For illustration purposes, an example of such Working Capital calculation is also included in Exhibit 3.5(a).
Determination of Closing Working Capital. Not later than the 90th day following the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “WC Statement”) setting forth Purchaser's calculation of Working Capital as of the Calculation Time (such amount, as determined pursuant to this Section 3.03(a) and Section 3.03(b), the “Closing Working Capital”). The Closing Working Capital shall be calculated in accordance with the principles, policies, procedures and methodologies set forth in Exhibit E.
Determination of Closing Working Capital. (a) As promptly as practicable after the Closing Date (but in any event not more than ninety (90) days thereafter), the Parent shall deliver to the Sellers: (i) a combined balance sheet of the Companies as of the time of the Closing which shall be prepared in a manner consistent with the definition of Working Capital herein and otherwise in accordance with GAAP consistently applied with respect to the Audited Financial Statements of the Companies referred to in Section 3.08 hereof, but without giving effect to the Mergers, any matters occurring simultaneously with the Closing pursuant to this Agreement (other than any amount that may be paid at or prior to the Closing, as contemplated by Section 5.5 hereof) or any matters occurring after the Closing; and (ii) a calculation (which shall be based on and consistent with the combined balance sheet delivered pursuant to item (i) of this Section 2.3(a)) in reasonable detail setting forth the Parent’s calculation of the Working Capital of the Companies as of the Closing (the “Closing Working Capital”).
Determination of Closing Working Capital. As soon as reasonably practicable (but in any event within ninety (90) days following the Closing Date (as defined below)), Parent shall prepare and deliver to the Members (i) an unaudited balance sheet of the Company as of as of 12:01 a.m. eastern standard time on the Closing Date (the “Closing Balance Sheet”), (ii) a statement based on the Closing Balance Sheet setting forth as of 12:01 a.m. eastern standard time on the Closing Date the amount of Closing Working Capital, and (iii) a statement, signed by an officer of Parent, stating that that the Closing Balance Sheet and calculation of Closing Working Capital were prepared in accordance with this Agreement (collectively, the “Working Capital Schedule”). Parent shall prepare all items comprising the Working Capital Schedule in accordance with GAAP applied in a manner consistent with the accounting principles and practices applied in the preparation of the Company Financial Statements (as defined below).
Determination of Closing Working Capital. As soon as reasonably practicable (but in any event within ninety (90) days following the Closing Date (as defined below)), the Purchaser shall prepare and deliver to the Sellers (i) an unaudited balance sheet of the Company as of as of 12:01 a.m. eastern standard time on the Closing Date (the “Closing Balance Sheet”), (ii) a statement based on the Closing Balance Sheet setting forth as of 12:01 a.m. eastern standard time on the Closing Date the amount of Closing Working Capital and (iii) a statement, signed by an officer of the Purchaser, stating that that the Closing Balance Sheet and calculation of Closing Working Capital were prepared in accordance with this Agreement (collectively, the “Working Capital Schedule”). The Purchaser shall prepare all items comprising the Working Capital Schedule in accordance with GAAP applied in a manner consistent with the accounting principles and practices applied in the preparation of the Company Financial Statements (as defined below).
