Actual Closing Net Working Capital means the Closing Net Working Capital, as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:
Actual Closing Net Working Capital means the Closing Net Working Capital, based upon (1) all amounts agreed upon by Parent and the Stockholder Representative in respect of any disputed items or amounts, as set forth in the Working Capital Memorandum, and (2) all other amounts determined by the Independent Accounting Firm pursuant to clause (B) of this Section 1.7(b)(iii).
Actual Closing Net Working Capital means the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Parent pursuant to Section 1.7(b)(i). If Parent shall receive a Notice of Dispute from the Stockholder Representative delivered pursuant to and in accordance with Section 1.7(b)(ii) within the time period set forth therein, then Parent and the Stockholder Representative shall negotiate in good faith to resolve all disputed items and amounts set forth in the Notice of Dispute. In the event that Parent and the Stockholder Representative shall reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Parent and the Stockholder Representative. In the event that Parent and the Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following Parent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:
Examples of Actual Closing Net Working Capital in a sentence
The Auditor’s determination of the Actual Closing Net Debt, the Actual Closing Net Working Capital and/or the Actual Seller Transaction Expenses, as applicable, shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions set forth in this Agreement.
TABLE 2-7 POST-MODIFICATION GHG EMISSIONS(metric tons CO2e/year) Emission SourceEmissionsDiesel Fuel Combustion The currently proposed modifications will increase GHG emissions by approximately 368,000 metric tons per year during operation of the facility (546,007 – 178,007 = 368,000).
The Actual Closing Net Working Capital Statement will reflect the Working Capital Assets, the Working Capital Liabilities and the Actual Closing Net Working Capital Amount immediately prior to the Closing and will be prepared on a basis consistent with the preparation of the Estimated Closing Net Working Capital Statement.
No Damages shall be recoverable to the extent such Damages have already been included in the calculation of Actual Closing Net Working Capital.
In the event Closing Cash is less than the Closing Cash Threshold, the Selling Stockholders shall remit to the Companies prior to Closing in immediately available funds, additional Cash in an amount equal to such deficiency and, notwithstanding anything herein to the contrary, such remitted Cash amount shall be included in Net Working Capital and the calculation of Actual Closing Net Working Capital.
More Definitions of Actual Closing Net Working Capital
Actual Closing Net Working Capital means the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i). If Purchaser receives a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then Purchaser and the Selling Members shall use good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Purchaser and the Selling Members shall reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser and the Selling Members. In the event that Purchaser and the Selling Members are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:
Actual Closing Net Working Capital means the Estimated Closing Net Working Capital set forth in the Estimated Closing Net Working Capital Statement delivered by the Company pursuant to Section 2.9(a).
Actual Closing Net Working Capital shall have the meaning set forth in Section 2.3(a). “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the partnership or other ownership interests, by contract or otherwise.
Actual Closing Net Working Capital has the meaning set forth in Section 1.5.2. “Actual Unpaid Transaction Expenses” has the meaning set forth in Section 1.5.2. “Adjustment Amount” has the meaning set forth in Section 1.5. “Affiliate” means, with respect to any specified Person at the time of determination: (a) each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time; (b) each Person who, at such time, is an officer, manager or director of, or direct or indirect beneficial holder of at least ten percent (10%) of any class of the equity securities of, such specified Person; (c) each Person that is managed by a common group of executive officers, managers and/or directors as such specified Person; (d) the members of the immediate family of (i) each officer, manager, director or holder described in clause (b) and (ii) if such specified Person is an individual, such specified Person; and (e) each Person of which such specified Person or an Affiliate (as defined in clauses (a) through (d)) thereof will, directly or indirectly, beneficially own at least ten percent (10%) of any class of equity securities at such time. “Agreement” has the meaning set forth in the Preamble. “Ancillary Agreements” means the Escrow Agreement, the Consulting Agreement, the Offer Letters, the Release and Confidentiality Agreements and all other agreements to be entered into in connection with the Contemplated Transactions. “Applicable Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, as administered and enforced by the U.S. Department of Justice and the U.S. Securities and Exchange Commission; any applicable Legal Requirement implementing the Organization of Economic Cooperation and Development Convention on Combating the Bribery of Foreign Public Officials in International Business Transactions and any other applicable anti- bribery or anti-corruption Legal Requirement administered and enforced by a competent authority
Actual Closing Net Working Capital shall have the meaning set forth in Section 2.06(c).
Actual Closing Net Working Capital has the meaning set forth in Section 3.3(a).
Actual Closing Net Working Capital will mean the Closing Net Working Capital as set forth in the Parent’s Closing Net Working Capital Statement delivered by Parent pursuant to Section 2.9(b)(i). If Parent receives a Notice of Dispute from the Securityholder Representative delivered pursuant to and in accordance with Section 2.9(b)(ii) within the time period set forth therein, then Parent and the Securityholder Representative will use their respective reasonable best efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Parent and the Securityholder Representative reach agreement within 30 days following Parent’s receipt of a Notice of Dispute on all disputed items and amounts set forth in such Notice of Dispute, then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” will mean the Closing Net Working Capital as agreed upon by Parent and the Securityholder Representative in writing, and any such resolution will be final and binding on the parties hereto for the purposes of this Section 2.9(b) and Article VIII. In the event that Parent and the Securityholder Representative are unable to reach agreement within 30 days following Parent’s receipt of a Notice of Dispute on all of the disputed items or amounts set forth in a Notice of Dispute, then the following will occur: