Final Closing Net Working Capital definition

Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

Final Closing Net Working Capital means the aggregate amount of Closing Net Working Capital set forth in the Final Closing Statement.

Final Closing Net Working Capital means Closing Net Working Capital as finally determined in accordance with Section 2.10.

Examples of Final Closing Net Working Capital in a sentence

• Purchaser will revise the calculation of Final Closing Net Working Capital as appropriate to reflect the resolution of the Disputed Items pursuant to this Section 3.3(c).

• For example, if the Seller Representatives challenge the calculation of the Final Closing Net Working Capital by an amount of $100,000, but the Independent Accountant determines that the Seller Representatives have a valid claim for only $40,000 (i.e., the Seller Representatives prevail as to 40% of its claim), then Buyer shall bear 40% of the fees and expenses of the Independent Accountant and the Seller Representatives (on behalf of the Sellers) shall bear the other 60% of such fees and expenses.

• If the Seller Representatives do not deliver the Dispute Notice to Buyer within such fifty (50) calendar day time period, then the determination of the Final Closing Net Working Capital, the Final Cash Amount, the Closing Balance Sheet, Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment shall be deemed final and accepted by the Seller Representatives.

• Within twenty-five (25) calendar days after submission to the Independent Accountant for resolution, Buyer and the Seller Representatives each shall submit a written presentation indicating in writing its position on each Disputed Item and each such Party’s resulting determination of the amount of the Final Closing Net Working Capital, Final Cash Amount, the Final Adjusted Debt Amount, the Final Seller Transaction Expenses and the Final Seller Closing Payment.

• For the avoidance of doubt, it is understood and agreed that PropCo Purchaser shall not be obligated to pay, or entitled to receive, any amount or be subject to any liability to any other Person with respect to the calculation of Final Closing Net Working Capital or Final Closing Indebtedness as set forth in Section 4(d)(ii) or for any amounts to be paid to OpCo Purchaser or Seller as the Deficiency Amount or Excess Amount pursuant to Section 4(d)(ii).

More Definitions of Final Closing Net Working Capital

Final Closing Net Working Capital means the Net Working Capital as finally determined in accordance with this Section 3.03(b)(ii).

Final Closing Net Working Capital means the calculation of Closing Net Working Capital that becomes final and binding on the Parties pursuant to Section 3.2.

Final Closing Net Working Capital means Closing Net Working Capital as shown in the Adjusted Closing Statement, if no Dispute Notice with respect thereto is duly delivered pursuant to Section 1.3(d); or if such a Dispute Notice is delivered pursuant to Section 1.3(d), as agreed by the Partners’ Representatives and Purchasers pursuant to Section 1.3(d), or, in the absence of such agreement, as shown in the Arbitrating Accountant’s calculation delivered pursuant to Section 1.3(e).

Final Closing Net Working Capital means (a) the current assets of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule, including all cash located in the Subject Equipment as reflected in the full service change fund, less (b) the current liabilities of the portion of the Business conducted in the Final Closing Territory and listed on Section B-2 of the Disclosure Schedule.

Final Closing Net Working Capital means, with respect to each Specified Purchased Entity, the Net Working Capital of such Specified Purchased Entity as of the Closing as set forth in the Final Closing Statement.

Final Closing Net Working Capital means the Net Working Capital as reflected on the Final Closing Balance Sheet. (ppp) “Final First Year Earn-Out Payment” has the meaning set forth in Section 2.2(d).

Final Closing Net Working Capital. The fees, costs and expenses of the Independent Accountants incurred in connection with the resolution of disputes pursuant to this Section 1.5(b) shall be paid by Purchaser, on the one hand, and by the Seller, on the other hand, based upon the percentage that the amount not awarded to such Party bears to the amount actually contested by such Party.