Preliminary NWC Statement definition

Preliminary NWC Statement has the meaning set forth in Section 2.6(b).
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Preliminary NWC Statement has the meaning set forth in Section 2.4(a) below.
Sample 1

Examples of Preliminary NWC Statement in a sentence

  • The Cash U.S. Transaction Consideration paid at the Closing pursuant to Section 1.3 shall be reduced, on a dollar for dollar basis (the “Closing NWC Adjustment”), to the extent (if any) that the NWC set forth on the Preliminary NWC Statement (the “Estimated NWC”) is less than negative seven million one hundred thousand dollars (-$7,100,000) (the “Target NWC”).

  • The parties agrees to consult in good faith and cooperate with each other and their employees regarding the preparation of the Preliminary NWC Statement, including by making their employees available to the other as reasonably requested.

  • For the purposes of the Example NWC Statement, the Preliminary NWC Statement and the Final Post-Closing NWC Statement, the CABS Receivables will be capped at $10,000,000.

  • To the extent the Purchaser disputes any of the amounts set forth in such Preliminary NWC Statement, the parties agree to attempt to reconcile their differences in good faith prior to Closing.

Related to Preliminary NWC Statement

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Preliminary Report means the communication used for the prompt dissemination of data obtained during the early stages of the investigation;

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Preliminary Official Statement means the Preliminary Official Statement relating to

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Preliminary Notice means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the underlying Event of Default.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].

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

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Settlement Statement has the meaning set forth in Section 3.2(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Preliminary assessment means the first phase in the process of identifying areas of concern and determining whether contaminants are or were present at a site or have migrated or are migrating from a site, and shall include the initial search for and evaluation of, existing site specific operational and environmental information, both current and historic, to determine if further investigation concerning the documented, alleged, suspected or latent discharge of any contaminant is required. The evaluation of historic information shall be conducted from 1932 to the present, except that the department may require the search for and evaluation of additional information relating to ownership and use of the site prior to 1932 if such information is available through diligent inquiry of the public records.

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

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Payment Statement As defined in Section 6.01 hereof.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Objections Statement has the meaning set forth in Section 1.02(d).