Final Working Capital Statement definition

Final Working Capital Statement has the meaning set forth in Section 2.04.

Final Working Capital Statement means a written statement (a) setting forth Final Working Capital, the Final Working Capital Increase or Final Working Capital Decrease, as applicable, and the Post-Closing Adjustment and (b) indicating any changes to the Estimated Working Capital Statement as finally determined pursuant to Section 3.05.

Final Working Capital Statement shall be (i) the Closing Working Capital Statement in the event that no Objection is delivered by PCA or Newco during the 30-day period specified above, or (ii) the Closing Working Capital Statement, as adjusted by either (x) the agreement of TPI, PCA and Newco or (y) the CPA Firm.

Examples of Final Working Capital Statement in a sentence

• Buyer shall promptly reimburse Sellers for the amount of any such Taxes paid by Sellers to the extent such Taxes, if any, are attributable (as determined under Section 8.2 hereof) to periods following the Closing Date or were included as an accrual, reserve or provision reflected in the Final Working Capital Statement.

• The Final Working Capital Statement shall be binding and conclusive upon, and deemed accepted by, the Sellers unless the Sellers shall have notified the Buyer in writing on or prior to the date that is sixty (60) Business Days after receipt of the Final Working Capital Statement, of any objections thereto to the extent that the Sellers believe any information set forth in the Final Working Capital Statement is incorrect.

• On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “ Statement of Objections”).

• In preparing the Final Working Capital Statement, the parties shall not be permitted to introduce different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those reflected in the Estimated Closing Statement and/or the Accounting Principles.

• During the Buyer's review of the Draft Final Balance Sheet and Draft Final Working Capital Statement audited by the Seller's auditors, the Buyer and its representatives shall have full access to all work papers and supporting schedules and documentation of the Seller and its auditors used to prepare the Draft Final Balance Sheet and Draft Final Working Capital Statement.

More Definitions of Final Working Capital Statement

Final Working Capital Statement has the meaning given to that term in Section 3.3(b).

Final Working Capital Statement shall have the meaning set forth in Section 2.5(b).

Final Working Capital Statement means the net working capital statement that sets forth the Current Assets and the Current Liabilities (including the Current Assets and the Current Liabilities related to the Retained Franchises, if any) as of the Closing Time, prepared, or caused to be prepared, by the Buyer in accordance with Section 2.9(d) hereof and, in the event of a Seller’s Working Capital Objection, as adjusted by agreement of the Buyer and the Seller, or by the CPA Firm, acting pursuant to Section 2.9(f).

Final Working Capital Statement means the final and binding statement prepared pursuant to Schedule 5.01 setting forth the Working Capital Amount.

Final Working Capital Statement setting forth the Net Working Capital as of the close of business on the Closing Date (the “Final Working Capital”) and Cash on Hand as of the close of business on the Closing Date (the “Final Cash on Hand”). The Final Working Capital Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies used in the preparation of the Working Capital Statement.

Final Working Capital Statement shall be (i) the Preliminary Working Capital Statement in the event that (x) the Buyer's Working Capital Objection is not delivered to Sellers in the period set forth in Section 2.04(a)(ii) hereof or (y) Sellers and Buyer so agree; or (ii) the Preliminary Working Capital Statement, as adjusted by either (x) the agreement of Sellers and Buyer or (y) the CPA Firm.

Final Working Capital Statement means: (i) the Preliminary Working Capital Statement if the Representative does not provide a Working Capital Statement Objection to Parent during the period specified in Section 2.11(c); (ii) the Preliminary Working Capital Statement, adjusted in accordance with the Working Capital Statement Objection, if Parent does not provide the Representative with a Working Capital Statement Objection Response during the period specified in Section 2.11(d); or (iii) the Preliminary Working Capital Statement, as adjusted by (A) the written agreement of Parent and the Representative and/or (B) the CPA Firm in accordance with Section 2.11(e)(ii).