WC Objection definition

WC Objection has the meaning set forth in Section 2.6(b).
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Examples of WC Objection in a sentence

  • The Buyers and the Sellers shall endeavour, in good faith, to resolve the matters described in the WC Objection Notice.

  • With respect to each disputed line item, such determination, if not in accordance with the position of either the Buyers or the Sellers, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Sellers in the WC Objection Notice or by the Buyers in the Closing Date Financial Statements with respect to such disputed line item.

  • If at any time during the Review Period, the Sellers determine that they have any objection to the Closing Date Financial Statements or any aspect of the calculation of Closing Date Working Capital Amount, the Sellers may send a written notice (the “WC Objection Notice”) explaining in reasonable detail such objection(s); provided, that the WC Objection Notice shall be delivered to the Buyers no later than five (5) Business Days following the last day of the Review Period.

  • The WC Objection Notice shall (i) set forth Sellers’ Representatives calculations of the Net Working Capital of the Acquired Companies as of the Closing, (ii) specify those individual line items in the Proposed Closing Date Net Working Capital with which Sellers’ Representatives disagree, and (iii) be accompanied by a detailed description of the basis for any such disagreement.

  • In resolving any Disputed Item, the Arbiter: (x) shall limit its review to matters specifically set forth in the WC Objection; (y) shall further limit its review to whether the calculations are mathematically accurate and have been prepared in accordance with the provisions of this Agreement; and (z) shall not assign a value to any item greater than the greatest value for such item claimed by a party hereto or less than the smallest value for such item claimed by a party hereto.

  • Unless the Member Representative delivers a written objection to Holdco on or prior to the expiration of the WC Objection Period, the Estimated Net Working Capital shall be deemed to be the final amount of Net Working Capital (the “Final Net Working Capital”) and will become final and binding on the Parties.

  • During the WC Objection Period, the Member Representative and his accountant shall be permitted to review the pertinent accounting books and records and work papers of Holdco used in the preparation of the Estimated Net Working Capital and Holdco shall, and shall cause its independent accountants to, cooperate and assist in the conduct of such audit and review and make available, to the extent reasonably necessary, its personnel.

  • In resolving any Disputed Item, the Arbiter (i) shall limit its review to matters specifically set forth in the WC Objection, (ii) shall further limit its review to whether the calculations are mathematically accurate and have been prepared in accordance with the provisions of this Agreement and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by a party hereto or less than the smallest value for such item claimed by a party hereto.

  • In the event the Parent delivers a WC Objection within sixty (60) days after the Closing, the Stockholder Representative and the Parent shall utilize commercially reasonable efforts to try to resolve the objections set forth in the WC Objection (the “Disputed Items”) within sixty (60) days of the Stockholder Representative’s receipt of a WC Objection.

  • Unless the Member Representatives deliver a written objection to Parent on or prior to the expiration of the WC Objection Period, the Estimated Adjusted Net Working Capital shall be deemed to be the final amount of Adjusted Net Working Capital (the “Final Adjusted Net Working Capital”) and will become final and binding on the Parties.

Related to WC Objection

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Plan Objection Deadline means the date the Bankruptcy Court establishes as the deadline to File an objection to Confirmation of the Plan.

  • Title Objection shall have the meaning assigned thereto in Section 8.5.

  • Claims Objection Deadline means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion Filed before the expiration of the deadline to object to Claims or Interests.

  • Notice of Objection has the meaning set forth in Section 2.4(c).