Conclusive Net Working Capital Statement definition

Conclusive Net Working Capital Statement has the meaning set forth in Section 2.10(b).

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.”

Examples of Conclusive Net Working Capital Statement in a sentence

• 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.

• 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 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.

• 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.

• 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 (a) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts.

• 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 Buyer the amount of the excess and/or, without duplication, Buyer may recover the amount of the excess from the Escrow Account, at its option.

• 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.

• If the amount of Net Working Capital on the Conclusive Net Working Capital Statement is less than Sixty-Eight Million United States Dollars ($68,000,000) (the "Target Net Working Capital Amount"), Seller shall pay Buyer the amount of the difference no later than the fifth (5th) 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.