Working Capital Notice definition

Working Capital Notice is defined in Section 3.4(a).
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Working Capital Notice is defined in Section 2.6(a).
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Working Capital Notice as defined in Section 2.5(b)(ii).
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Examples of Working Capital Notice in a sentence

  • Within ten (10) Business Days following the date of the Working Capital Notice, the participating Members shall give notice to the Manager and the other Members stating their election whether to provide such funding to the Company (the “Funding Notice”).

  • With respect to any disputed amounts, Buyer and the Seller Representative shall meet in person in Cleveland, Ohio and negotiate in good faith during the 15-business day period (the “Working Capital Resolution Period”) after the date of Buyer’s receipt of the Working Capital Notice to resolve any such disputes.

  • Within 10 days after the Stockholders’ Representatives receives the Working Capital Notice from Buyer, the Stockholders’ Representatives shall give Buyer notice of any disagreement with the Net Working Capital Valuation (the “Dispute Notice”), and such notice shall specify in detail the nature of the disagreement.

  • If the Seller fails to deliver a Working Capital Notice of Disagreement within such thirty (30)‑day period, then the Seller shall be deemed to have irrevocably accepted as final the Closing Statement and the Buyer’s calculation of the Closing Working Capital set forth in the Closing Statement.

  • The Statement of Working Capital shall become final and binding upon the parties on the 60/th/ day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to ---------------------- CBS prior to such date.

  • Upon receipt of the Working Capital Notice of Dispute, the Buyer and the Seller shall consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute.

  • If the Seller delivers to the Buyer a Working Capital Notice of Disagreement within such thirty (30)‑day period, the Seller and the Buyer shall endeavor in good faith to resolve any disputed items within thirty (30) days after the Buyer’s receipt of the Seller’s Working Capital Notice of Disagreement.

  • The Statement of Working Capital shall become final and binding upon the parties on the thirtieth (30th) day following delivery thereof, unless Buyer gives written notice of its disagreement with the Statement of Working Capital ("Notice of Disagreement") to Seller prior to the close of business on the last day of such 30-day period.

  • The date on which the Final Net Working Capital becomes final and binding pursuant to this Section 6.2 is called the "Working Capital Final --------------------- Determination Date." During the thirty (30) days immediately following the ------------------ delivery of any Working Capital Notice of Disagreement, the Purchaser and the Companies shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Working Capital Notice of Disagreement.

  • During the twenty (20) Business Day period following delivery of the Working Capital Notice of Disagreement (the “Working Capital Dispute Resolution Period”), the Purchaser and the Sellers’ Representative shall use reasonable good faith efforts to resolve the disagreement.


More Definitions of Working Capital Notice

Working Capital Notice shall have the meaning set forth in Section 8.6(a) hereof.
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Related to Working Capital Notice

  • 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.

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

  • 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).

  • Working Capital Advance has the meaning specified in Section 2.01(a).

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

  • Base Working Capital means $25,000,000.

  • Working Capital Warrants shall have the meaning given in the Recitals hereto.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • 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.

  • Working Capital Target means $0.

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

  • Working Capital Borrowings means borrowings incurred pursuant to a credit facility, commercial paper facility or similar financing arrangement that are used solely for working capital purposes or to pay distributions to the Partners; provided that when such borrowings are incurred it is the intent of the borrower to repay such borrowings within 12 months from the date of such borrowings other than from additional Working Capital Borrowings.

  • Working Capital Loan has the meaning specified in Section 2.1(c).

  • Working Capital means, with respect to the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

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

  • 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.

  • Working Capital Reserve means a cash reserve held in the Operating Account that is readily available to Manager during the Term to finance the services, repairs and maintenance described in Section 5.2 including Minor Capital Expenditures and Major Capital Expenditures, insurance premiums for the Property described in Section 9.1, and utilities for the Property, in such amounts as determined by the Owner in its sole discretion.

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

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).