Working Capital Adjustment Statement definition

Working Capital Adjustment Statement means the statement provided pursuant to Section 1.03(a).
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Working Capital Adjustment Statement means a statement of the adjusted price payable under clause 3.2 and of the amount payable by the Buyers or the Sellers, as the case may be, under clause 6 and taking the form set out in part D of schedule 12;
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Working Capital Adjustment Statement has the meaning set forth in Section 2.5(a)(iii).
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Examples of Working Capital Adjustment Statement in a sentence

  • For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b).

  • Seller agrees to cooperate with Buyer in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Buyer and Buyer’s representatives such books, records, information, and access to such of GTN LLC’s or its Affiliates’ employees and properties during normal business hours, as may be reasonably requested from time to time by Buyer or its representatives.

  • Seller agrees to cooperate with Buyer in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Buyer and Buyer’s representatives such books, records, information, and access to such of Bison LLC’s or its Affiliates’ employees and properties during normal business hours, as may be reasonably requested from time to time by Buyer or its representatives.

  • 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 Closing Date Working Capital Adjustment Statement shall be prepared in accordance with GAAP and the guidelines set forth in Annex III, as consistently applied by the Company.

  • 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.

  • 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.

  • Buyer agrees to cooperate with Seller in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Seller and Seller's representatives such books, records and information relating to PNGTS during normal business hours, as may be reasonably requested from time to time by Seller or its representatives, to the extent Buyer has access thereto.

  • 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.


More Definitions of Working Capital Adjustment Statement

Working Capital Adjustment Statement means the statement provided pursuant to Section 1.03(a). “2013 PSA” has the meaning set forth in the Recitals.
Sample 1
Working Capital Adjustment Statement means the statement provided pursuant to Section 1.03(a). “2013 PSA” has the meaning set forth in the recitals.
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Related to Working Capital Adjustment Statement

  • 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;

  • 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.

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

  • 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.

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

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

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

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

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

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

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

  • 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).

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

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

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

  • 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).

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

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

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

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

  • 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.

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