Working Capital Referee definition

Working Capital Referee has the meaning set forth in Section 2.6(e).
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Working Capital Referee is defined in Section 3.2.3(a).
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Working Capital Referee is defined in Section 2.5.4.
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Examples of Working Capital Referee in a sentence

  • The Working Capital Referee will promptly, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Standards.

  • If Seller and Purchaser cannot agree on a Working Capital Referee within 15 Business Days after an Arbitration Notice is provided, Seller and Purchaser will petition the American Arbitration Association to assign the Working Capital Referee from among the candidates set forth on such list as soon as practicable (but in any event no later than the 20th Business Day after such Arbitration Notice is provided).

  • Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee, including granting the Working Capital Referee access to such books and records as the Working Capital Referee shall reasonably request, and to cause the Working Capital Referee to resolve any dispute no later than thirty Business Days after the appointment of the Working Capital Referee.

  • On the third Business Day following engagement of a Working Capital Referee, Purchaser will submit the Closing Balance Sheet and Working Capital Statement to the Working Capital Referee (if applicable, as amended following discussions with Seller) with a copy to Seller, and Seller will submit the Dispute Notice (if applicable, as amended following discussions with Purchaser) to the Working Capital Referee with a copy to Purchaser.

  • The Working Capital Referee will promptly review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with the Accounting Principles.

  • The Working Capital Referee will review only those items and amounts specifically submitted by the Buyer and the Seller and will be limited to selecting either (a) the amounts reflected on the Closing Balance Sheet and/or Working Capital/Adjustments Statement or (b) the calculation of the Working Capital, Closing Date Company Indebtedness, Seller Transaction Expenses and/or Target Companies Transaction Expenses as reflected on the Working Capital Dispute Notice.

  • Each of the parties to this Agreement agrees to use its reasonable best efforts to cooperate with the Working Capital Referee and to cause the Working Capital Referee to resolve any dispute no later than thirty Business Days after selection of the Working Capital Referee.

  • If the Buyer and the Representative determine there is not an independent accounting firm of nationally recognized standing that does not have a material relationship with the Buyer, the Company, the Representative or their Affiliates, the Buyer and the Representative agree that a regional accounting firm with an office in Texas reasonably satisfactory to the Buyer and the Representative shall act as the Working Capital Referee.

  • Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee and to cause the Working Capital Referee to resolve any dispute no later than thirty (30) Business Days after selection of the Working Capital Referee.

  • The fees and expenses of the Working Capital Referee will be shared equally by PBMMI and Buyer, and the decision of the Working Capital Referee with respect to the items of the Working Capital Statement submitted to it will be final, conclusive and binding on the Parties.


More Definitions of Working Capital Referee

Working Capital Referee shall have the meaning set forth in Section 3.3(g).
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Working Capital Referee is defined in Section 2.08(c).
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Related to Working Capital Referee

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

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • 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;

  • 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 Advance has the meaning specified in Section 2.01(c).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Working Capital Escrow Amount means $1,000,000.

  • Working Capital Reserve shall have the meaning set forth in the Partnership Agreement.

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

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • 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.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • 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.

  • Consolidated Working Capital Adjustment means, for any period 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.

  • Working Capital Amount shall have the meaning specified in Section 3.4(e).

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

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

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

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

  • 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.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

  • 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 Assets means the current assets of the Company as of the Effective Time (including all Cash and Cash Equivalents), determined in accordance with Accounting Principles but excluding any Tax assets.

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

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).