Net Working Capital Adjustment Statement definition

Net Working Capital Adjustment Statement has the meaning set forth in Section 2.9(a).
Sample 1

Examples of Net Working Capital Adjustment Statement in a sentence

  • The scope of the disputes to be arbitrated by the Neutral Arbitrator is limited to whether the preparation of the Net Working Capital Statement and the Net Working Capital Adjustment Statement were done in accordance with this Agreement, and whether there were mathematical errors in the preparation of the Net Working Capital Statement and the Net Working Capital Adjustment Statement, and the Neutral Arbitrator is not to make any other determination.

  • Within twenty (20) days after the receipt of the Closing Balance Sheet and the Net Working Capital Adjustment Statement by the Stockholder Representatives (the “Review Period”), the Stockholder Representatives shall propose in good faith to Parent such adjustments (if any) therein as shall in the Stockholder Representatives’ good faith judgment be required to cause the Closing Balance Sheet and the Net Working Capital Adjustment Statement to reflect fairly those items required to be included therein.

  • The scope of the disputes to be arbitrated by the Neutral Arbitrator is limited to whether the preparation of the Net Working Capital Statement and the Net Working Capital Adjustment Statement were prepared in accordance with this Agreement, and whether there were mathematical errors in the preparation of the Net Working Capital Statement and the Net Working Capital Adjustment Statement, and the Neutral Arbitrator is not to make any other determination.

  • Parent shall be entitled to review, comment on and request reasonable changes to the Estimated Net Working Capital Statement and Estimated Net Working Capital Adjustment Statement, and the Company shall cooperate with Parent in connection therewith and consider Parent’s proposed changes to the Estimated Net Working Capital Statement and Estimated Net Working Capital Adjustment Statement in good faith.

  • The Shareholders’ Agent’ shall have the opportunity to review any work papers prepared by Parent in connection with the preparation of the Net Working Capital Adjustment Statement.

  • If a timely Notice of Disagreement is received by Buyer, then the Net Working Capital Adjustment Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below).

  • The Stockholders’ Agents shall have the opportunity to review any work papers prepared by the Company in connection with the preparation of the Net Working Capital Adjustment Statement.

  • The Estimated Net Working Capital Adjustment Statement will be prepared in accordance with GAAP, applied in a manner consistent with and using all of the same accounting principles, practices, methodologies, consistent classifications, valuations, judgments and policies as used in the Audited Financial Statements of the Company.

  • The Company will provide the Subscribers copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market, but not any information that is material, non-public information unless such information is also promptly publicly disclosed.

  • The Net Working Capital Adjustment Statement shall (i) include correction of all errors regardless of materiality and (ii) be prepared on a basis consistent with the Company’s historical financial statements.

Related to Net Working Capital Adjustment Statement

  • 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.

  • 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.

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

  • 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.

  • 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;

  • 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.

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

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

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

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

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

  • 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.

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

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

  • 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).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

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

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

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

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

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

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.