Final NWC definition

Final NWC has the meaning set forth in Section 2.11(a).
Sample 1Sample 2
Final NWC means (i) the Preliminary NWC if deemed final pursuant to Section 2.4(c), (ii) the Net Working Capital deemed by mutual agreement of the Purchaser and the Seller to be the Final NWC or (iii) the Net Working Capital determined by the Independent Accounting Firm to be the Final NWC in accordance with Section 2.4(d), whichever shall first occur.
Sample 1
Final NWC has the meaning set forth in Section 1.6(b).
Sample 1

Examples of Final NWC in a sentence

  • To the extent that after Closing Xxxxxxxx receive any funds or other assets in connection with any Company Group Entity’s Business, which was included in determining the Final NWC Statement, Xxxxxxxx shall promptly deliver such funds and assets to such Company Group Entity and take all steps necessary to vest title to such funds and assets in the Company Group Entity.

  • The Final NWC Certificate shall be modified if necessary to reflect such determination.

  • If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors.

  • If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto.

  • The term “Final Purchase Price” as used in this Agreement shall mean the Purchase Price plus the Net Working Capital (which may be a negative number) set forth in the Final NWC Statement.

  • For example, if the Closing NWC Adjustment was a three million dollar increase, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be negative one million dollars; and if the Closing NWC Adjustment was a three million dollar decrease, and the Final NWC Adjustment is a two million dollar increase, then the NWC True-Up would be a positive five million dollars (i.e., subtracting a negative number converts it into a positive number).

  • Not more than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (i) the Closing Balance Sheet, and (ii) the Final NWC Calculation.

  • Sellers shall pay any Taxes due with respect to such Tax Returns (to the extent such Taxes (i) become due and payable no later than eighteen (18) months following the Closing Date or (ii) are shown as due on a Tax Return prepared by Parent and provided to Buyer to be filed in accordance with this Subsection 4.5(a)), except to the extent reflected as a Liability in Final NWC.

  • If the Final NWC is greater than the Target NWC, then such excess (together with interest thereof from and including the Closing Date to the date of payment at a rate equal to six percent (6%) per annum) shall be added to the Deferred Consideration Payment for the First Deferred Consideration Period on a dollar-for-dollar basis (any such reduction or increase in the Purchase Price, the “NWC Adjustment”).

  • In accordance with Section 1.8(b), at the Closing, the Purchase Price, prior to the adjustment on account of the Final NWC Adjustment Amount and the Final AP/AR Adjustment Amount in accordance with Sections 1.5(e) and 1.5(f), respectively, will be delivered by Buyer as follows: (i) the Closing Cash Amount by wire transfer of immediately available funds to Seller; and (ii) the balance of the Purchase Price by the execution and delivery of the Xxxx of Sale, Assignment and Assumption Agreement by Buyer.


More Definitions of Final NWC

Final NWC has the meaning set forth in the definition of “True-Up Amount.”
Sample 1
Final NWC means the Net Working Capital on the Final Statement of Working Capital.
Sample 1
Final NWC has the meaning set forth in Section 3.2.
Sample 1
Final NWC. Is defined in Section 1.6(d) of this Agreement.
Sample 1
Final NWC means the Net Working Capital as of the Closing Date. Final NWC shall be prepared using the same policies, methodologies and assumptions used in connection with the preparation of the determination of Net Working Capital set forth on Schedule 1.
Sample 1

Related to Final NWC

  • Final Map means a final tract map, parcel map, lot line adjustment, or functionally equivalent map or instrument that creates building sites, recorded in the County Office of the Recorder.

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

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Expense Adjusted Mortgage Rate With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

  • Final rate means an indirect cost rate applicable to a specified past period which is based on the actual allowable costs of the period. A final audited rate is not subject to adjustment.

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

  • Final DIP Order means the Final Order of the Bankruptcy Court authorizing the Company to enter into the DIP Credit Agreement, in form and substance acceptable to (i) the DIP Agent and the Required DIP Lenders in their sole discretion, (ii) to the extent relating to the First Lien Lenders and the First Lien Agent, the First Lien Agent, (iii) to the extent relating to the Second Lien Lenders and the Second Lien Agent, the Second Lien Agent (iv) Luxor (only as specifically set forth in Section 10 herein).

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

  • 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.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

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

  • Final Price means (a) in the case of any Terminated Obligation, the amount determined pursuant to Clause 4, and (b) in the case of any Repaid Obligation, the amount determined pursuant to Clause 5, and

  • Target Net Working Capital Amount means $0.

  • 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.

  • Independent Amount means zero with respect to Party A and Party B.