Final Net Working Capital definition

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

Final Net Working Capital means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b).

Final Net Working Capital has the meaning ascribed to such term in Section 2.4(a).

Examples of Final Net Working Capital in a sentence

• In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of the Allocation Schedule, Buyer and Seller shall cooperate to revise such schedule to take into account the portion of such Final Net Working Capital or such other adjustment to the Purchase Price allocable to the assets of Newco.

• The final installment payment to be made after the determination of Final Net Working Capital shall take into account all previously-made installment payments.

• In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of the Section 338(h)(10) Allocation Schedule, Buyer and Seller shall cooperate to revise such schedule to take into account the portion of such Final Net Working Capital or such other adjustment to the Purchase Price allocable to the assets of the Section 338(h)(10) Companies.

• Seller shall not be required to indemnify, defend or hold harmless the Buyer Indemnified Parties from, against or in respect of any Losses incurred or suffered by any of the Buyer Indemnified Parties arising out of or resulting from any Liability to the extent the amount of such Liability is included in the calculation of Final Net Working Capital.

• Notwithstanding the foregoing, Seller agrees to make one or more installment payments toward the payment provided for in the first sentence of this Section 2.3(c)(ii) at such times as amounts reflected in the calculation of the Final Net Working Capital become fixed and are not Disputed Items and the non-Disputed Items are such that a payment would be due and owing to Buyer pursuant to the first sentence of this Section 2.3(c)(ii).

More Definitions of Final Net Working Capital

Final Net Working Capital has the meaning set forth in Section 1.7.1.

Final Net Working Capital is defined in Section 2.3(a).

Final Net Working Capital means the Net Working Capital determined in accordance with provisions of Section 3.1.

Final Net Working Capital has the meaning given to it in Section 1.18.

Final Net Working Capital means the Net Working Capital (i) as shown in Buyer’s Closing Statement, if no Dispute Notice is duly delivered; or (ii) if such a Dispute Notice is delivered, (A) as agreed by Buyer and Seller or (B) in the absence of such agreement, as shown in the Firm’s calculation.

Final Net Working Capital as defined in Section 2.8(a).

Final Net Working Capital means Net Working Capital (i) as shown in Longwood’s calculation delivered pursuant to Section 2.3(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.3(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Five Point and Longwood pursuant to Section 2.3(c) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 2.3(c).