Final Capital Amount definition

Final Capital Amount means Windsor’s (a) total current assets, consisting of cash, trade accounts receivable (net of an appropriate allowance for doubtful accounts), inventory, prepaid expenses, other current assets, and other assets, less (b) total current liabilities, consisting of trade accounts payable, accounts payable to related parties, accrued capital and other expenses, long-term debt and asset retirement obligations, in each case as of the Closing Date determined in accordance with GAAP, consistently applied. As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the Closing Date, which Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with the preparation of the Initial Capital Amount. As soon as practicable after receipt of the Final Settlement Statement but in no event later than thirty (30) days after receipt of such statement and the supporting documentation with respect thereto as may be requested by the Contributor, the Contributor shall deliver to Diamondback a written report containing any changes that the Contributor proposes to make to the Final Settlement Statement. The Contributor’s failure to deliver to Diamondback a written report detailing proposed changes to the Final Settlement Statement by that date shall be deemed an acceptance by the Contributor of the Final Settlement Statement as submitted by Diamondback. The Parties shall agree with respect to the changes proposed by the Contributor, if any, no later than sixty (60) days after receipt of Diamondback’s proposed Final Settlement Statement. If Diamondback disputes the Contributor’s exceptions, then Diamondback and the Contributor will negotiate in good faith to resolve such dispute. If Diamondback and the Contributor are unable to resolve the dispute within thirty (30) days after the date of the Contributor’s dispute notice, then the dispute shall be submitted to a mutually agreed upon arbitrator (the “Arbitrator”) for resolution and the Arbitrator’s decision shall be final and binding on the Parties and there shall be no right of appeal therefrom. The costs of the Arbitrator shall be paid by Diamondback and the Contributor proportionate to the success of the claims made. No later t...
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Final Capital Amount has the meaning set forth in Section 2.3(a)(iv).
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Final Capital Amount has the meaning set forth in Section 1.4.
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Examples of Final Capital Amount in a sentence

  • Following the Closing, the Closing Consideration shall be reduced or increased in accordance with this Section 1.4 by an amount equal to the difference between the Initial Capital Amount and the Final Capital Amount, divided by sixty-five percent (65%), and then multiplied by thirty-five percent (35%) (the “Capital Adjustment Amount”).

  • As soon as practicable after the Closing, but in no event later than sixty (60) days after Closing, Diamondback will cause to be prepared and delivered to the Contributor the final settlement statement (the “Final Settlement Statement”) setting forth Windsor’s calculation of the Final Capital Amount on the Closing Date, which Final Settlement Statement shall identify with specificity each component thereof and be prepared in a manner consistent with the preparation of the Initial Capital Amount.

Related to Final Capital Amount

  • Required Capital Amount has the meaning set forth in Section 5(e) of this Supplement.

  • Working Capital Amount shall have the meaning set forth in Section 2.3(c).

  • 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.

  • Per Unit Capital Amount means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

  • Target Working Capital Amount means $162,000,000.