Final Closing Working Capital Statement definition

Final Closing Working Capital Statement has the meaning set forth in Section 10.4(a).

Final Closing Working Capital Statement means the “Final Closing Working Capital Statement” as finally determined pursuant to Section 2.3(C).

Final Closing Working Capital Statement as used in this Agreement, shall mean the definitive Closing Working Capital Statement agreed to by the Securityholders’ Representative and Acquiror in accordance with Section 1.17(b) hereof or the definitive Closing Working Capital Statement resulting from the determinations made by the Neutral Auditor in accordance with this Section 1.17(c), in each case prepared in conformity with GAAP applied on a basis consistent with methods used to calculate the Company Net Working Capital Target to the extent such methods are in accordance with GAAP.

Examples of Final Closing Working Capital Statement in a sentence

• If Buyer and the Member Representative resolve the objections within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as Buyer and the Member Representative agree in writing, will be final and binding and the Final Closing Working Capital Statement shall be prepared in accordance with the agreement of Buyer and the Member Representative.

• To Seller's Knowledge, subject to any reserves included in the Final Closing Working Capital Statement (the "Reserves"), all Inventory reflected on the Final Closing Working Capital Statement shall be of a quality and quantity suitable and useable in the Ordinary Course of Business of the Business, except, subject to Reserves, for excess and obsolete items or items below standard quality that in each case have been written off or written down to net realizable value.

• For the period from and after the Effective Time until the determination of the Final Closing Working Capital Statement, the Parent shall cause the Company to make available to the Stockholders' Representative or his assistant an office at the Company's Owings Mills, Maryland facility.

• The “Post-Closing Adjustment” will be an amount equal to the Closing Working Capital as set forth on the Final Closing Working Capital Statement minus the Estimated Working Capital.

• Except as set forth on Schedule 4.20, all Taxes that are due and payable by Seller with respect to the Business or the Acquired Assets for all periods through the date of the Unaudited Balance Sheet have been paid or accrued for on the Unaudited Balance Sheet and all such Taxes due and payable by Seller with respect to the Business or the Acquired Assets for all periods through the Closing Date shall be paid or accrued for on the Final Closing Working Capital Statement.

• The Closing Working Capital Statement and Initial Cash Purchase Price, as both are finally adjusted pursuant to this Section, are referred to in this Agreement as the "Final Closing Working Capital Statement" and the "Final Cash Purchase Price," respectively.

• If the Unresolved Items are resolved by the Neutral Auditors, the Final Closing Working Capital Statement will consist of the applicable amounts from the Preliminary Statement (or amounts otherwise agreed to in writing by Seller and Buyer) as to items that have not been submitted for resolution to the Neutral Auditors, and the amounts determined by the Neutral Auditors as to the Unresolved Items that were submitted for resolution by the Neutral Auditors.

• With respect to any payments to Parent in connection with adjustments to the Deferred Payment Retention pursuant to this Section 3.11(a), the Stockholders' Representative and Parent shall deliver to the Escrow Agent, within two business days following the determination of the Final Closing Working Capital Statement, a written notice executed by both parties instructing the Escrow Agent to make such payments to Parent from the Deferred Payment Retention.

• In addition to those costs, the recovery of the 2013 rate case expenses was proposed under a separate docket – PUCT Docket No. 41723.

• Except as set forth on Schedule 3.17, the Inventory, in all material respects, is usable and saleable in the ordinary course of business and exists in quantities which do not materially exceed levels which are reasonable in the present circumstances of the Business, subject to reserves for obsolete and slow-moving Inventory set forth in the Financial Information, as of the date hereof, or the Final Closing Working Capital Statement, as of the Effective Time.

More Definitions of Final Closing Working Capital Statement

Final Closing Working Capital Statement and the Working Capital calculation resulting therefrom shall be referred to herein as the “Final Closing Working Capital.” The parties hereto agree that judgment may be entered upon the determination of the Independent Accounting Firm in any court having jurisdiction over the party or parties against which such determination is to be enforced.

Final Closing Working Capital Statement has the meaning ascribed to it in Section 2.4(c). “Financial Statements” has the meaning ascribed to it in Section 5.5(a). “Fraud Claims” has the meaning ascribed to it in Section 11.2(a).

Final Closing Working Capital Statement has the meaning attributed to such term in Section 2.3.1; 1.1.38 "Financial Statements" means the annual audited balance sheets of each of the Purchased Entities, as at December 31, 2001 and the accompanying annual audited statements of earnings, retained earnings and changes in financial position, including the notes thereto, for the year then ended, and the interim unaudited balance sheets of each of the Purchased Entities as at July 31, 2002 and the accompanying interim unaudited statements of earnings, retained earnings and changes in financial position for the period ended July 31, 2002, copies of which are attached as Schedule 1.1.38; 1.1.39 "Governmental Charges and Taxes" means all taxes, fees, levies, imposts, assessments, reassessments and other charges, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments or similar charges in the nature of a tax including Canada Pension Plan and provincial pension plan contributions, employment insurance payments and workers' compensation or workplace safety insurance premiums, together with any instalments with respect thereto, and all related penalties, interest and fines, due and payable to any domestic or foreign government (federal, provincial, municipal or otherwise) or to any regulatory authority, agency, commission or board of any domestic or foreign government, or imposed by any court or any other law, regulation or rulemaking entity, whether disputed or not; 1.1.40 "Human Resources Agreement" means an agreement to be entered into at or prior to the Closing between the Vendor and the Purchasers providing for pension, employee benefits and employment matters as between the Vendor and the Purchasers substantially in the form set out in Schedule 1.1.40; 1.1.41 "IBM Lease Agreement" means the lease agreement between Enlogix CIS L.P. and IBM Canada Limited dated June 1, 2001; 1.1.42 "Incentive Plans" has the meaning attributed to such term in Section 1.1.34(a); 1.1.43 "including" means "including without limitation" and "includes" means "includes without limitation"; 1.1.44 "Indemnified Party" means a person whom any party to this Agreement has agreed to indemnify under Articles 2 or 6; 1.1.45 "Indemnifying Party" means, in relation to an Indemnified Party, the party to this...

Final Closing Working Capital Statement. The Cash Purchase Price as set forth in the Final Closing Working Capital Statement is the “Final Cash Purchase Price.”

Final Closing Working Capital Statement. Holdback Claim" "Holdback Claim Notice" "Holdback Claim Objection" "Holdback Release Amount" 2.8 6.7 6.7 6.7 6.7 "Indemnified Party" 6.3 "Indemnifying Party" 6.3

Final Closing Working Capital Statement setting forth a reasonably detailed calculation of (A) Buyer’s determination of the Companies Working Capital as of the Closing Date prepared in accordance with the Companies Accounting Standards using the Companies Accounting Principles (“Final Closing Working Capital”), (B) the “Closing Working Capital True-Up Amount” which, for the purposes of this Agreement, shall mean the amount of payment to be made by a Party pursuant to Section 1.3(b)(vii) below and a detail of its calculation, and (C) the Party to which the Closing Working Capital True-Up Amount should be paid pursuant to Section 1.3(b)(vii) below. The Final Closing Working Capital Statement is to be prepared, and the Closing Working Capital True-Up Amount is to be calculated, in accordance with the Companies Accounting Standards using the Companies Accounting Principles. In preparing the Final Closing Working Capital Statement, all inter-company balances and transactions between any Companies or Company Subsidiaries with any other Company or Company Subsidiary shall be eliminated.