NWC Statement definition

NWC Statement has the meaning set forth in Section 2.07(a).
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NWC Statement. Is defined in Section 1.3(a).
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NWC Statement has the meaning set forth in Section 1.9(a).
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Examples of NWC Statement 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.

  • If Buyer fails to deliver a Notice of Objection within the Review Period, the NWC Statement and the amount set forth therein shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties.

  • The term “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.

  • The NWC Statement (including the calculations therein) shall be prepared in accordance with GAAP applied consistently with the principles used in the preparation of the Unaudited Financial Statements and the Example Net Working Capital Statement; provided, that Net Working Capital shall also be calculated in accordance with the definition of that term herein (and any other defined terms incorporated therein).

  • 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.

  • The Buyer further understands and acknowledges that the Sellers have not provided, and will not provide, any financial statements relating to the Business (other than the Financial Information provided in accordance with Section 3.6, the Example Net Working Capital Statement and the NWC Statement).

  • The term “Final NWC Statement” as used in this Agreement shall mean the NWC Statement that is deemed final in accordance with Section 2.5(c) or the NWC Statement resulting from the determinations made by the Accounting Firm in accordance with this Section 2.5(d), as applicable.

  • If the Buyer fails to deliver a Notice of Objection within the Review Period (or applicable later date if such period is tolled), the NWC Statement and the amount set forth therein shall be deemed to have been accepted by the Buyer and shall be deemed final and binding upon all of the Parties.

  • The NWC Statement (including the calculations therein) shall be prepared in accordance with the Agreed Accounting Principles and the Example Net Working Capital Statement; provided, that Net Working Capital shall also be calculated in accordance with the definition of that term herein (and any other defined terms incorporated therein).

  • The Independent Accountants shall act as experts and not arbiters and shall determine only those items on the Post-Closing NWC Statement that continue to be disputed by Purchaser and the Seller as of the time of engagement of the Independent Accountants.


More Definitions of NWC Statement

NWC Statement has the meaning ascribed to such term in Section 2.4(i).
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NWC Statement has the meaning given in Clause ‎3.3.1;
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NWC Statement. Is defined in Section 1.6(b) of this Agreement.
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NWC Statement has the meaning set forth in Section 1.4.
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NWC Statement shall have the meaning set forth in Section 2.5.
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Related to NWC Statement

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

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

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

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

  • 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.

  • 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].

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

  • 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.

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

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

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

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

  • Pre-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).

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

  • Payment Statement As defined in Section 6.01 hereof.

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

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Funds Flow Statement means a funds flow statement in agreed form.

  • MERS Report The report from the MERS System listing MERS Designated Mortgage Loans and other information.

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

  • Accounting Statement means for each financial year, the following statements, namely-

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

  • 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.