Final Capital Amount definition

Final Capital Amount has the meaning set forth in Section 2.3(a)(iv).
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Final Capital Amount means Windsor’s (a) total current assets, consisting of cash, trade accounts receivable (net of an appropriate allowance for doubtful accounts), inventory, prepaid expenses, other current assets, and other assets, less (b) total current liabilities, consisting of trade accounts payable, accounts payable to related parties, accrued capital and other expenses, long-term debt and asset retirement obligations, in each case as of the Closing Date determined in accordance with GAAP, consistently applied. As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the Closing Date, which Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with the preparation of the Initial Capital Amount. As soon as practicable after receipt of the Final Settlement Statement but in no event later than thirty (30) days after receipt of such statement and the supporting documentation with respect thereto as may be requested by the Contributor, the Contributor shall deliver to Diamondback a written report containing any changes that the Contributor proposes to make to the Final Settlement Statement. The Contributor’s failure to deliver to Diamondback a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by the Contributor of the Final Settlement Statement as submitted by Diamondback. The Parties shall agree with respect to the changes proposed by the Contributor, if any, no later than sixty (60) days after receipt of Diamondback’s proposed Final Settlement Statement. If Diamondback disputes the Contributor’s exceptions, then Diamondback and the Contributor will negotiate in good faith to resolve such dispute. If Diamondback and the Contributor are unable to resolve the dispute within thirty (30) days after the date of the Contributor’s dispute notice, then the dispute shall be submitted to a mutually agreed upon arbitrator (the “Arbitrator”) for resolution and the Arbitrator’s decision shall be final and binding on the Parties and there shall be no right of appeal therefrom. The costs of the Arbitrator shall be paid by Diamondback and the Contributor proportionate to the success of the claims made. No later t...
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Final Capital Amount has the meaning set forth in Section 1.4.
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Examples of Final Capital Amount in a sentence

  • As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the Closing Date, which Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with the preparation of the Initial Capital Amount.

  • Following the Closing, the Closing Consideration shall be reduced or increased in accordance with this Section 1.4 by an amount equal to the difference between the Initial Capital Amount and the Final Capital Amount, divided by sixty-five percent (65%), and then multiplied by thirty-five percent (35%) (the “Capital Adjustment Amount”).

Related to Final Capital Amount

  • Required Capital Amount has the meaning set forth in Section 5(e) of this Supplement.

  • 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).

  • 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.

  • Per Unit Capital Amount means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

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

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

  • Final Cash has the meaning set forth in Section 3.2(b).

  • Total Amount means the total amount of the Grant as set out in the Grant Schedule.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Capital Base means, at any date, the sum of Tangible Net Worth and Subordinated Debt.

  • Total adjusted capital means the sum of:

  • 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.

  • Total Capital means an amount equal to any capital, plus any surplus, undivided profits, and instruments of indebtedness authorized under section 310.

  • 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.

  • Initial Amount means, with respect to the Proposition 1A Receivable, the amount of property tax revenue reallocated away from the Seller pursuant to the provisions of Section 100.06 of the Revenue and Taxation Code, as certified by the County Auditor pursuant to the Act.

  • Partially Adjusted Capital Account means, with respect to any Member for any Fiscal Year, the Capital Account balance of such Member at the beginning of such period, adjusted as set forth in the definition of Capital Account for all contributions and distributions during such period and all special allocations pursuant to Section 7.3 with respect to such period but before giving effect to any allocation with respect to such period pursuant to Section 7.2.

  • Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Total Amount Due means the hammer price in respect of the lot sold together with any premium, Value Added Tax chargeable and any additional charges payable by a defaulting buyer under these Conditions;

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.

  • Incremental Amount has the meaning specified in Section 2.14(a).

  • Adjusted Capital and Reserves means the aggregate of:

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).