Closing NWC definition

Closing NWC means the Net Working Capital of the Acquired Companies as of immediately prior to the Closing.

Closing NWC has the meaning set forth in Section 2.7(a).

Closing NWC has the meaning set forth in Section 1.9(a).

Examples of Closing NWC in a sentence

• The Closing Net Working Capital set forth on the Final Post- Closing NWC Statement is referred to herein as the “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.

• The audit trail should provide a facility to trace the path of changes on an element of content.

• Enhance each entrance with at least 3 of the following features: 1) canopies or porticos, 2) overhangs, 3) recesses/projections, 4) arcades, 5) raised corniced parapets over the door, 6) peaked roof forms, 7) arches, 8) outdoor patios, 9) display windows, 10) architectural details such as tile work and moldings which are integrated into the building structure and design and 11) integral planters or wing walls that incorporate landscaped areas and/or places for sitting.

• If the Seller does not deliver to Purchaser a NWC Dispute Notice prior to the expiration of the NWC Review Period, the Seller shall be conclusively deemed to have waived any right to object to the Post- Closing NWC Statement delivered by Purchaser and the Post-Closing NWC Statement delivered by Purchaser shall be final and binding upon Purchaser, the Company and the Seller.

• For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

• During the Review Period, Seller will have reasonable access to the books and records of Buyer to the extent that they relate to the Closing NWC Statement and provided, that such access does not interfere with the normal business operations of Buyer.

• The determination of the Independent Accountant as to all items in the Post-Closing Payment Statement and the resulting calculation of the Final Closing NWC Amount shall be final and binding on the parties.

• If Seller fails to deliver such notice prior to the expiration of the Review Period, the Closing NWC Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing NWC Statement, as the case may be, shall be deemed to have been accepted by Seller.

• If, in its preparation of the Closing NWC Statement, Bxxxx discovers that any amount of the Deferred Revenue Reduction was not accounted for at Closing, Buyer may include such amounts in the Closing NWC Statement to either reduce what it owes Seller under the Post-Closing Adjustment or add to what Seller owes to Buyer under the Post-Closing Adjustment; provided, however, that this portion will not be subject to the Post-Closing Adjustment Cap.

• All of the Seller's accounts receivable, notes receivable, book debts and other debts of the Business relating to the Business and reflected on the Final Closing Statement or the Closing NWC Statement, as the case may be, including but not limited to those listed on SCHEDULE 2.1(j) (but exclusive of rebates, refunds and insurance claims not included as receivables on the Final Closing Statement or the Closing NWC Statement, as the case may be) (the "ACCOUNTS RECEIVABLE").

More Definitions of Closing NWC

Closing NWC means the Net Working Capital based on the Closing Statement of Working Capital for KTC.

Closing NWC means the NWC of the NGG Group as at the Closing Date.

Closing NWC means an amount equal to (i) the current assets of the Target Companies as of the Effective Time (excluding Aggregate Closing Cash) minus (ii) the sum of (x) the current liabilities of the Target Companies as of the Effective Time (excluding Company Transaction Expenses and Closing Indebtedness), (y) Company Transaction Expenses as of the Effective Time and (z) Closing Indebtedness.