Working Capital Objection definition

Working Capital Objection has the meaning set forth in Section 4.6(f). Note that additional capitalized terms used herein are defined elsewhere in this Agreement or in certain of the Exhibits to this Agreement, including Exhibits 7.15 (Labor), 7.18 (Tax Matters) and 7.19 (Benefits).
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Working Capital Objection is defined in Section 1.7(f).
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Working Capital Objection has the meaning set forth in Section 2.3(d).
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Examples of Working Capital Objection in a sentence

  • Notwithstanding the foregoing, if the parties have not referred such dispute to an Accounting Firm within 10 days after the end of the 20-day period following receipt by Parent of a Working Capital Objection Notice, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve such dispute.

  • If the Representative does deliver a Working Capital Objection Statement by the end of the Working Capital Objection Period, the Representative and Parent shall attempt in good faith to resolve any disputed items.

  • If Shareholders’ Representative does not deliver a Working Capital Objection Notice within such thirty (30) calendar day period, then the Closing Date Working Capital Amount shall be deemed to be finally determined as the amount calculated by Buyer.

  • If the Representative and Parent are unable to resolve all or any of the disputed items within forty five (45) days after delivery of the Working Capital Objection Statement, then the remaining disputed items shall be submitted to the Neutral Auditor.

  • In the event Acquirer does not deliver a Working Capital Objection Notice within such 30 day period, Company Net Working Capital as set forth in the Working Capital Statement shall be deemed to be final and binding on the parties hereto.

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  • Any item or calculation included in the calculations of Closing Net Working Capital set forth in the Working Capital Initial Statement which is not specifically objected to in the Working Capital Objection Notice shall be deemed final and binding upon the parties hereto.

  • A Working Capital Objection Notice shall specify in reasonable detail the items in the Working Capital Statement to which Acquirer objects and shall provide a summary of reasons for such objections.

  • If Sellers’ Agent and Purchaser are unable to resolve all or any of the disputed items within 60 days after delivery of the Working Capital Objection Statement, then the remaining disputed items shall be submitted to the Neutral Auditor.

  • The Working Capital Firm will consider only those items and amounts in the Closing Date Balance Sheet set forth in the Working Capital Objection Notice which Buyer and Shareholders’ Representative are unable to resolve.


More Definitions of Working Capital Objection

Working Capital Objection has the meaning set forth in Section 2.05(e)(i).
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Working Capital Objection has the meaning set forth in Section 2.05(e)(i). “Working Capital Objection Deadline” has the meaning set forth in Section 2.05(e)(i). “Working Capital Shortfall Amount” has the meaning set forth in Section 2.05(a). “Working Capital Surplus Amount” has the meaning set forth in Section 2.05(a). “Working Capital Target” has the meaning set forth in Section 2.05(a). ARTICLE 2
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Working Capital Objection shall have the meaning set forth in Section 3.3(c).
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Working Capital Objection has the meaning set forth in §2(d).
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Related to Working Capital Objection

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

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

  • Working Capital Target means $0.

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

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • 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.

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

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

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

  • Target Working Capital means $0.

  • Net Working Capital Target means $0.00.

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

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

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

  • Estimated Closing Working Capital 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.

  • Working Capital Loans means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.

  • 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 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.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

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

  • 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.

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

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