Preliminary Working Capital Determination has the meaning specified in Section 2.3(a)(ii).
Preliminary Working Capital Determination shall have the meaning set forth in Section 2.3(a). “Previous Benefit Plans” shall have the meaning set for in Section 6.2(d). “Privileged Deal Communications” shall have the meaning set forth in Section 11.17(b). “Proceeding” shall mean any claim, demand, charge, complaint, action, suit, proceeding, hearing, audit or investigation, whether judicial or administrative, of any Person or Governmental Entity. “Products” means (a) the products and services set forth on Schedule 11.19(f) and (b) all other products and services designed, developed, manufactured, marketed, imported, exported, supported, maintained, sold, distributed or otherwise disposed of by the Company and its Affiliates exclusively in the operation of the Acquired Business, and all products and service offerings in development by the Company and its Affiliates exclusively in connection with the Acquired Business. “Prohibited Debt Financing Modifications” shall have the meaning set forth in Section 5.7(a). “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Qualifying Offer” shall have the meaning set forth in Section 1.2(b)(i)(D). “Real Property” shall have the meaning set forth in Section 3.14(a).
Preliminary Working Capital Determination shall have the meaning set forth in Section 2.3(a). “Pre-Closing Engagements” shall have the meaning set forth in Section 11.17(a). “Proceeding” shall mean any claim, demand, charge, complaint, action, litigation, arbitration, mediation, alternative dispute resolution procedure, suit, proceeding, hearing, audit or investigation of any nature of any Person or Governmental Entity or any inquiry or examination of any nature of a Governmental Entity. “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Real Property Agreements” means all reciprocal easement and operating agreements, agreements supplemental thereto, the Acquired Company’s or Asset Seller’s interests as landlord under any leases or subleases, rights of first refusal or first offer, subordination, non-disturbance and attornment agreements, and other agreements that run with the land and in each case are appurtenant to the Acquired Real Property and other documents, instruments or agreements that relate to the occupancy or operation of the Acquired Real Property. “Recovery Costs” shall have the meaning set forth in Section 5.5. “Reference Date” shall have the meaning set forth in Section 3.1(f). “Registered IP” means all Intellectual Property that is registered, filed or issued under the authority of, with or by any Governmental Entity, including all registered Patents, registered Copyrights, registered Trademarks, domain names, and all filed applications for any of the foregoing. “Release” means any spill, emission, discharge, leaking, pumping, injection, dumping, disposal, discharge, or leaching into the environment. “Retained Benefit Plan” means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Policies” shall have the meaning set forth in Section 5.5. “Retained Policy Claims” shall have the meaning set forth in Section 5.5. “Schedules” shall mean the disclosure schedules delivered by Vectron to Buyer immediately prior to the execution and delivery of this Agreement and which form a part of this Agreement. “Seller Fundamental Matters” shall have the meaning set forth in Section 9.1(b).
Examples of Preliminary Working Capital Determination in a sentence
Notwithstanding anything in this Agreement to the contrary, Buyer may elect in its sole discretion to exclude any Uncollected Accounts Receivable from the calculation of the Preliminary Working Capital Determination and any resulting payments due and payable pursuant to Section 2.4 of this Agreement (if any).