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Closing Net Working Capital Statement definition

Closing Net Working Capital Statement has the meaning set forth in Section 2.3(c).
Closing Net Working Capital Statement is defined in Section 2.7(b).
Closing Net Working Capital Statement has the meaning set forth in Section 1.9.1.

Examples of Closing Net Working Capital Statement in a sentence

  • The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser.

  • Unless Stockholders' Representative notifies Buyer in writing that it disagrees with the Closing Net Working Capital Statement within 30 days after Stockholders' Representative's receipt thereof, the Closing Net Working Capital Statement shall be conclusive and binding on all parties hereto and not subject to dispute or review.

  • The Closing Balance Sheet and the Closing Net Working Capital Statement shall be deemed final for the purposes of this Section 2.14 and binding on the parties upon the earliest of (i) the failure of Parent to timely notify the Purchaser of a dispute in accordance with Section 2.14(b)(ii), (ii) the resolution of all disputes by Parent and the Purchaser and (iii) the resolution of all disputes by the Independent Accounting Firm.

  • The Independent Accounting Firm shall have exclusive jurisdiction over and the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to any disputes arising out of or relating to the Closing Net Working Capital Statement and the calculation of the Closing Net Working Capital.

  • If Shareholders’ Representative fails to deliver the Objections Statement before the expiration of the Review Period, the Final Closing Net Working Capital Statement and the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Company Expenses stated therein shall be conclusive and binding upon the Parties.


More Definitions of Closing Net Working Capital Statement

Closing Net Working Capital Statement means an unaudited statement of Net Working Capital at the close of business on the Closing Date, prepared by the Buyer in accordance with GAAP.
Closing Net Working Capital Statement setting forth the Net Working Capital of the Companies as of the Closing Date (the “Closing Net Working Capital”), prepared in accordance with Section 2.14(a)(ii) and giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance in Section 2.15(b)), including the actions described in Section 2.10.
Closing Net Working Capital Statement means the statement of net working capital of the Business (as adjusted in accordance with this Agreement) as of 12:01 A.M. (local time) on the Closing Date, and after giving effect to the Restructuring, which statement shall be prepared and delivered in accordance with Section 2.6.
Closing Net Working Capital Statement as defined in Section 2.5(a). Code: the Internal Revenue Code of 1986, as amended. Collateral Agreements: the agreements and other documents and instruments describe in Section 5.2.3.
Closing Net Working Capital Statement. Section 2.08(a) “CMS” Section 3.09(h) “CMS Competitive Business” Section 5.06(b) “COBRA” Section 6.01(f) “Code” Section 1.01 “Companies” Section 1.01 Definition Location
Closing Net Working Capital Statement has the meaning assigned to such term in Section 2.20(b)(i). “Closing Participation Merger Consideration” has the meaning assigned to such term in Section 2.11. “Closing Per Share Common Merger Consideration” means (i) the Per Share Common Preference Amount plus (ii) the Per Share Closing Participation Amount. “Closing Per Share Preferred Merger Consideration” means (i) the Per Share Preferred Preference Amount plus (ii) the Per Share Closing Participation Amount. “Closing Preferred Merger Consideration” means the aggregate amount payable at the Effective Time, in accordance with the terms of this Agreement, to the Former Holders of the Series B Preferred Stock. “Closing Statement of Cash” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statement of Indebtedness” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statement of Transaction Expenses” has the meaning assigned to such term in Section 2.20(b)(ii). “Closing Statements” has the meaning assigned to such term in Section 2.20(c)(i). “Closing Transaction Expenses” means the unpaid Transaction Expenses of the Company or any of its Subsidiaries as of immediately prior to the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Common Preference Merger Consideration” means the result of (a) Per Share Common Preference Amount multiplied by (b) the sum of the number of shares of Company Common Stock outstanding immediately prior to the Effective Time plus the aggregate number of shares of Company Common Stock issuable upon exercise in full of all Exchanged Options. “Company” has the meaning assigned to such term in the opening paragraph of this Agreement.
Closing Net Working Capital Statement. Section 1.5(d)(ii) Definition Location Definition Location Definition Location