Actual Closing Net Working Capital definition

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 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, 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:

Examples of Actual Closing Net Working Capital in a sentence

• Whether or not reflected in the Statement of Expenses, Purchaser shall be entitled to recover the amount of any and all Transaction Expenses in excess of the amount of aggregate estimated Transaction Expenses as set forth on the Statement of Expenses and may do so by reducing the Actual Closing Net Working Capital pursuant to Section 1.3 or pursuant to Article 7 (if and to the extent not otherwise paid or discharged by the Selling Members after the Closing in accordance with this Agreement).

• In the event that a written agreement as to the Actual Closing Net Working Capital Amount has not been reached within twenty (20) days after the date of receipt by the Purchasers from the Seller of his Notice of Objection thereto, then the determination of the Actual Closing Net Working Capital Amount shall be submitted to Xxxxxx Xxxxxxxx XXX, Chicago, Illinois (the "Working Capital Arbitrator").

• No Damages shall be recoverable to the extent such Damages have already been included in the calculation of Actual Closing Net Working Capital.

• Model A(See paragraph 4.4. of this Regulation) 07a = 8 mm min.The above approval mark affixed to a vehicle shows that the vehicle type concerned has, with regard to the installation of lighting and light-signalling devices, been approved in the Netherlands (E 4) pursuant to UN Regulation No. 48 as amended by the 07 series of amendments.

• If the Actual Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, then the Initial Purchase Price will be adjusted upward by the amount the Actual Closing Net Working Capital exceeds the Estimated Primary 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 Parent pursuant to Section 2.9(c)(i). If Parent shall receive a Notice of Dispute from the Shareholder Representative delivered pursuant to and in accordance with Section 2.9(c)(ii) within the time period set forth therein, then Parent and the Shareholder Representative shall use their respective commercially reasonable 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 Shareholder Representative shall reach agreement, within sixty (60) 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 Actual Closing Net Working Capital shall mean the Closing Net Working Capital as agreed upon by Parent and the Shareholder Representative and any such resolution shall be final and binding on the parties for purposes of this Section 2.9(c) and Article VIII. In the event that Parent and the Shareholder Representative are unable to reach agreement, within sixty (60) 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, 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 amount of the Closing Net Working Capital as finally determined pursuant to Section 2.9(b).

Actual Closing Net Working Capital is defined in Section 2.2(b).

Actual Closing Net Working Capital shall have the meaning set forth in Section 2.06(c).

Actual Closing Net Working Capital has the meaning specified in Section 1.4(b).

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.