Final NWC Statement definition

Final NWC Statement as used in this Agreement shall mean the NWC Statement that is deemed final in accordance with Section 2.07(c) or the NWC Statement resulting from the determinations made by the Accounting Firm in accordance with this Section 2.07(d), as applicable.
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Final NWC Statement has the meaning set forth in Section 2.07(d).
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Final NWC Statement means (i) the Preliminary NWC Statement if deemed final pursuant to Section 2.4(c), (ii) any statement of Net Working Capital deemed by mutual agreement of the Purchaser and the Seller to be the Final NWC Statement or (iii) the statement of Net Working Capital determined by the Independent Accounting Firm to be the Final NWC Statement in accordance with Section 2.4(d), whichever shall first occur.
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Examples of Final NWC Statement in a sentence

  • If LMP and Xxxxxxxx reach a final resolution on the Final NWC Statement within 15 days after LMP’s receipt of the Objection Notice (or within any additional period as mutually agreed to between LMP and the Xxxxxxxx), then the Final NWC Statement agreed upon by LMP and Xxxxxxxx shall be deemed for purposes of this Section 1.6 to be the “Final NWC Statement” and shall be final and binding on all Parties.

  • Any such Objection Notice shall specify those items or amounts as to which Xxxxxxxx disagrees, and Xxxxxxxx shall be deemed to have agreed with all other items and amounts contained in the Final NWC Statement.

  • 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.

  • Should there be an Final NWC Surplus, the Company shall, on the 2rd Business Day following the determination of the Final NWC Statement, make a distribution of return of capital to the Xxxxxxxx in the form of cash in amount equal to such surplus.

  • In determining the Final NWC Statement, the Neutral Accountant shall act as an expert and not as arbitrator.

  • In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement and shall be deemed final and binding upon all of the Parties.

  • No Losses may be claimed under Article VIII or otherwise by any Indemnified Party to the extent such Liabilities are reflected in the Net Working Capital set forth in the Final NWC Statement pursuant to this Section 2.07.

  • No Losses may be claimed under Article 13 or otherwise by any Indemnified Party to the extent such Liabilities are reflected in the Net Working Capital set forth in the Final NWC Statement pursuant to this Section 2.5.

  • 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.

  • In the case that the Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by the Sellers shall be deemed the Final NWC Statement.

Related to Final NWC Statement

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

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

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

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

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

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

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

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Public statement means a statement made in the ordinary course of business of the public body with the intent that all other members of the public body receive it.

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

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

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Payoff statement means a written statement furnished by the mortgage servicer which sets forth all of the following:

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Payment Statement As defined in Section 6.01 hereof.

  • Auditor’s Report means the auditor’s report on the Financial Report; “AEDT” means Australian Eastern Daylight Standard Time.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

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

  • Final Payment Statement shall have the meaning set forth in Clause 19.13;

  • Objections Statement has the meaning set forth in Section 1.02(d).

  • Settlement Statement has the meaning set forth in Section 3.2(a).