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

  • 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.

  • All payments to be made pursuant to this Section 2.10(c) will be made no later than the fifth Business Day following the date on which Buyer and Sellers agree, or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and Conclusive Transferred Cash Statement.

  • 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 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.

  • 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).

  • Neither the Company nor any of its Subsidiaries has any Liability that is of a type required to be reflected in or reserved against or disclosed on the face of a balance sheet or in the notes thereto in accordance with GAAP, except (i) as reflected in, reserved against or disclosed in the Current Balance Sheet; (ii) as incurred in the ordinary course of business since the Balance Sheet Date; or (iii) to be reflected as a Current Liability for purposes of the Conclusive Net Working Capital Statement.

  • 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.

  • 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.