Final Working Capital Surplus definition

Final Working Capital Surplus shall have the meaning ascribed in Section 2.6(b).
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Final Working Capital Surplus means the extent to which the Final Closing Date Working Capital exceeds the Target Working Capital.
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Final Working Capital Surplus or “Final Working Capital Deficiency” and “Final Growth Capital Expenditures”, respectively. If the Representatives deliver the Objection Notice within such 45-day period, then Parent and the Representatives shall endeavor in good faith to resolve the objections, for a period not to exceed fifteen (15) days from the date of delivery of the Objection Notice. If at the end of the 15-day period there are any items that remain in dispute, then the remaining items in dispute shall be submitted for resolution to a “big four” accounting firm to be selected jointly by the Representatives and Parent within the following five (5) days or, if the Representatives and Parent are unable to mutually agree within such five-day period, such accounting firm shall be Xxxxx Xxxxxxxx LLP (such jointly selected accounting firm or Xxxxx Xxxxxxxx LLP, the “Referee”). The Referee shall determine any unresolved items within thirty (30) days after the items that remain in dispute are submitted to it. If any items are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such relevant workpapers and other relevant documents and information relating to such items as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any item that remains in dispute, the Referee shall not assign a value to such item that is greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party; (iii) the determination by the Referee of Final Cash, Final Debt, Final Working Capital Surplus, Final Working Capital Deficiency, and Final Growth Capital Expenditures, as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid by the Parent, provided that Parent will be entitled to a credit for 50% of such fees and expenses on the Final Closing Statement as reflected in the definition of...
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Examples of Final Working Capital Surplus in a sentence

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  • If the Final Working Capital Adjustment is greater than the Closing Working Capital Adjustment (such difference, the “ Final Working Capital Surplus”), then Parent will deposit with the Exchange Agent an amount equal to, and cause the Exchange Agent to distribute, such Final Working Capital Surplus to the Equityholders in accordance with each Equityholder’s Pro Rata Share.

  • Other commentators would positively welcome this (e.g. Nick Raynsford) and see this as the natural outcome of devolution.Other than in London, progress with all spatial strategies has been disappointing.


More Definitions of Final Working Capital Surplus

Final Working Capital Surplus shall exist in the amount of
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Final Working Capital Surplus or “Final Working Capital Deficiency” shall be determined pursuant to Section 2.4(c).
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Final Working Capital Surplus. If the Final Closing Net Working Capital is less than the Target Net Working Capital, such shortfall will be deemed the “Final Working Capital Deficiency.”
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Final Working Capital Surplus shall exist in the amount of the difference between the Final Net Working Capital and the Upper Working Capital Threshold. If Final Net Working Capital is less than the Lower Working Capital Threshold, a “Final Working Capital Deficit” shall exist in the amount of the difference between the Lower Working Capital and the Final Net Working Capital Threshold.
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Final Working Capital Surplus. 2.7(f) “Financial Statements” 3.5(a) “First Certificate” 2.1(b)(i) “First Merger” Recitals “Fundamental Matters” 8.3(d)
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Final Working Capital Surplus has the meaning set forth in Section 3.4(f)(ii).
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Related to Final Working Capital Surplus

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

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.

  • Capital Surplus has the meaning assigned to such term in Section 6.3(a).

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

  • 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.

  • 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.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Consolidated Working Capital Adjustment means, for any period 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.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

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

  • Target Working Capital Amount means $162,000,000.

  • Target Net Working Capital Amount means $0.

  • Working Capital Escrow Amount means $500,000.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • Capital and Surplus means, as to any Insurance Subsidiary, as of any date, the total amount shown on line 38, page 3, column 1 (or such other line on which the equivalent information is provided on any other such Annual Statement) of the Annual Statement of such Insurance Subsidiary as of such date, or an amount determined in a consistent manner for any date other than one as of which an Annual Statement is prepared.

  • Working Capital Target has the meaning set forth in Section 1.3(b).

  • Net Working Capital Target means $0.00.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Working Capital Advance has the meaning specified in Section 2.01(c).

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Working Capital Assets means the current assets of Company and its Subsidiaries as of the Effective Time (including all Cash and Cash Equivalents), each determined in accordance with Accounting Principles but excluding all Tax assets; provided, however, in no event shall any accounts receivable relating to item #3 (System Gain/Loss) on Schedule 4.5 be included as a current asset of the Company or its Subsidiaries.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Working Capital Reserve shall have the meaning set forth in the Partnership Agreement.