Conclusive Net Working Capital Statement definition

Conclusive Net Working Capital Statement has the meaning set forth in Section 2(h)(v).
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Conclusive Net Working Capital Statement. The final, binding and conclusive Rebate Amount based either upon agreement or deemed agreement by U.S. Buyer and Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2(h)(v) will be the “Conclusive Rebate Amount.”
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Examples of Conclusive Net Working Capital Statement in a sentence

  • In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Income Tax by a Government Authority to Buyer or any Acquired Subsidiary of any amount accrued for such item on the Conclusive Net Working Capital Statement, Buyer shall credit such amount against any payment then due from Sellers under Section 6.15(a).

  • If the (iii) Target Net Working Capital Amount exceeds the amount of the Net Working Capital set forth on the Conclusive Net Working Capital Statement, and/or (iv) the Initial Transferred Cash Amount exceeds the Transferred Cash, Sellers will pay Buyer the amount of the respective excess.

  • If the amount of Net Working Capital on the Conclusive Net Working Capital Statement is greater than the Estimated Net Working Capital (the "Final Net Working Capital Excess Amount"), Splitco shall pay to Parent an amount in cash equal to the Final Net Working Capital Excess Amount.

  • All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than the second Business Day following the date on which U.S. Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount.

  • If the amount of the (i) Net Working Capital set forth on the Conclusive Net Working Capital Statement exceeds the Target Net Working Capital Amount, and/or (ii) the amount of Transferred Cash exceeds the Initial Transferred Cash Amount, Buyer will pay Sellers the amount of the respective excess.

  • If the amount of Net Working Capital on the Conclusive Net Working Capital Statement is equal to the Estimated Net Working Capital, no payment shall be required.

  • Shareholder further hereby agrees that Shareholder shall not claim or exercise, or cause to be claimed or exercised, any dissenters rights relating to the Greater Xxxxxx Common Shares with respect to the Merger Agreement and the transactions contemplated thereby.

  • If the Estimated Net Working Capital Amount set forth on the Estimated Net Working Capital Statement exceeds the amount of the Net Working Capital set forth on the Conclusive Net Working Capital Statement, Seller shall pay to Newco the amount of the excess.

  • All payments to be made pursuant to this Section 2.6(d) shall be made no later than the second (2nd) Business Day following the date on which Buyer and Seller agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement.

  • If the amount of the Net Working Capital set forth on the Conclusive Net Working Capital Statement exceeds the Estimated Net Working Capital Amount set forth on the Estimated Net Working Capital Statement, Buyer shall pay the Seller the amount of the excess.

Related to Conclusive Net Working Capital Statement

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

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

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Target Working Capital Amount means $75,000,000.

  • Target Net Working Capital Amount means $5,000,000.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Base Working Capital means $25,000,000.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).