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

  • The Base Consideration shall be reduced by the Final Working Capital Deficiency, if any, or increased by the Final Working Capital Surplus, if any.

  • The parties acknowledge and agree that in certain circumstances the Call Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

  • The parties acknowledge and agree that in certain circumstances the Put Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.

  • If the Final Working Capital Calculation reflects a Final Working Capital Surplus, then Buyer shall pay to Seller, in cash, the amount of the Final Working Capital Surplus within three (3) Business Days after determination of the Final Working Capital Calculation.

  • Notwithstanding the foregoing, if the Final Working Capital Surplus or Final Working Capital Shortfall is less than $100,000 no adjustment shall be made hereunder.

  • The Referee shall determine the disputed portions of Final Indebtedness, Final Unpaid Company Transaction Costs and/or Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it.

  • The Referee shall be jointly instructed by the Parties to determine any unresolved items of the Final Balance Sheet, Final Cash, Final Debt, Final Working Capital and Final Working Capital Surplus or Final Working Capital Deficiency within thirty (30) days after the objections that remain in dispute are submitted to it.

  • The Seller Representative and Buyer agree to request that the Referee determine the disputed portions of Final Indebtedness, Final Cash, Final Working Capital Surplus or Final Working Capital Deficiency and Final Company Transaction Costs within thirty (30) days after the objections that remain in dispute are submitted to it.

  • BENEFITS OF PARTNERSHIPThe CP Partnership offers the chance for NMs to improve the quality and increase the scale of existing ministry to children in their countries.

  • The Referee shall determine any unresolved items of Final Cash, Final Unpaid Company Transaction Costs and Final Working Capital Surplus or Final Working Capital Deficiency within 30 days after the objections that remain in dispute are submitted to it, and the Referee shall limit its review and determination to the unresolved items set forth in the Objection Notice.


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 has the meaning set forth in Section 3.4(f)(ii).
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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 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. 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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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 2.04(b).

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

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

  • 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.

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

  • 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.

  • 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.

  • 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.

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

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

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

  • Working Capital Escrow Amount means $2,000,000.

  • 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 means $0.

  • Net Working Capital Target means $0.00.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

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

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

  • Working Capital Reserve means a cash reserve held in the Operating Account that is readily available to Manager during the Term to finance the services, repairs and maintenance described in Section 5.2 including Minor Capital Expenditures and Major Capital Expenditures, insurance premiums for the Property described in Section 9.1, and utilities for the Property, in such amounts as determined by the Owner in its sole discretion.