Final Closing Working Capital definition

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

Final Closing Working Capital means the Closing Working Capital set forth in the Final Closing Statement, as finally determined pursuant to Section 1.3.

Final Closing Working Capital means the definitive Closing Working Capital agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with Section 2.8(c) hereof or the definitive Closing Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.8(d) (in addition to those items theretofore agreed to by Seller and Buyer).

Examples of Final Closing Working Capital in a sentence

• The Closing Working Capital Amount determined by the Neutral Accountant shall be deemed to be the Final Closing Working Capital Amount and the Closing Working Capital Statement, as adjusted to reflect such determination, shall be deemed to be the Final Closing Working Capital Statement.

• ONEOK will pay to Northern Border at Closing an amount equal to the portion of the 2006 ad valorem taxes allocated to it pursuant to this paragraph (to the extent such allocated amounts exceed any applicable accruals therefor included within the calculation of Final Closing Working Capital).

• Northern Border shall timely pay all Taxes due with respect to such Tax Returns to the extent of any applicable accruals included within the calculation of Final Closing Working Capital.

• ONEOK shall be responsible for and shall pay any Taxes (in excess of any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the portion of the Straddle Period after the Closing Date.

• Except as provided in Section 9.04 and except for any Tax resulting from a Section 338(h)(10) Election, the Shareholders shall pay to the Purchaser within ten days following the receipt of a request by the Purchaser, accompanied by supporting documentation, an amount equal to the excess of (a) the portion of such Taxes that relates to the portion of such Tax period ending on the Closing Date over (b) the Taxes reflected in as a Liability in the Final Closing Working Capital.

More Definitions of Final Closing Working Capital

Final Closing Working Capital has the meaning given to such term in Section 2.5(b).

Final Closing Working Capital means Closing Working Capital (i) as shown in the Closing Working Capital Statement, if no Calculation Notice indicating disagreement with respect thereto is duly delivered pursuant to Section 2.09(b), or (ii) if such a Calculation Notice indicating disagreement therewith is delivered, (A) as agreed by the Representative and the Surviving Corporation pursuant to Section 2.09(b) or (B) in the absence of such agreement, as shown in the Settlement Accountant’s calculation delivered pursuant to Section 2.09(c), provided that in no event shall Final Closing Working Capital be less than the Surviving Corporation’s calculation of Closing Working Capital delivered pursuant to Section 2.09(a) or more than the Representative’s calculation of Closing Working Capital delivered pursuant to Section 2.09(b).

Final Closing Working Capital means the Working Capital of the Division as of the Closing Date as calculated and delivered pursuant to Section 2(d)(vi)(D) below.

Final Closing Working Capital has the meaning given in Section 2.3(c).

Final Closing Working Capital shall have the meaning set forth in Section 2.11(g). “Final Unpaid Closing Funded Debt” shall have the meaning set forth in Section 2.11(g).

Final Closing Working Capital means: (i) if the Seller does not duly and timely deliver a notice of disagreement with respect to the Closing Working Capital Statement pursuant to Section 2.3(b)(i) or if the Seller delivers a notice of acceptance with respect to the Closing Working Capital Statement pursuant to Section 2.3(b)(iii), the Adjusted Closing Working Capital as set forth in the Closing Working Capital Statement; or (ii) if a proper notice of disagreement is duly and timely delivered, the Adjusted Closing Working Capital (A) as agreed to in writing by the Purchaser and the Seller pursuant to Section 2.3(b)(ii) or (B) in the absence of such agreement, as determined by an independent nationally recognized accounting firm pursuant to Section 2.3(b)(v).

Final Closing Working Capital shall have the meaning set forth in Section 2.8(d). "Financial Statements" shall have the meaning set forth in Section 3.5.