TNWC definition

TNWC has the meaning set forth in Section 2.05(a)(i).
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Examples of TNWC in a sentence

  • The Inventory used in the TNWC calculation shall only include inventory acquired within six months of the Closing Date, unless accepted by the Company as an appropriate inclusion in inventory (the “Current Inventory”).

  • The Buyer retains the right to recalculate the actual TNWC Assets transferred to Buyer at Closing within 90 days from the Closing Date and any further adjustments required to be made, as agreed upon by both Buyer and Seller, shall be refunded to the Buyer in the event of a deficit (by offsetting the Second Payment), within 30 days of the determination of the actual TNWC Assets transferred to Buyer.

  • The portion of the Purchase Price payable on the Closing Date shall be adjusted downward based on the estimated TNWC Assets as at the Closing Date.

  • At least 5 Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer a good faith written estimate (proforma) of the TNWC Assets of the Company as at the Closing Date based on the financial information then available to the Sellers.

  • All inventory not included in the TNWC calculation shall be conveyed to Buyer at a price of $1 for all such inventory.

  • Any liabilities to be paid by the Company after the Closing associated with Company activities prior to Closing which are not taken into account in the calculation of the TNWC shall not constitute an obligation of the Company, but shall constitute an obligation of the Sellers, subject to the indemnity obligations set forth herein.

  • All inventory not included in the TNWC calculation shall be conveyed to Seller at a price of $1 for all such inventory.

  • The actual TNWC shall then be determined within 90 days from the Closing Date and any further adjustments required to be made shall be paid to the Seller’s in the event of a surplus (directly from the Buyer), or refunded to the Buyer in the event of a deficit (from the monies held in trust), within 30 days of the determination of the actual TNWC.

  • The Inventory used in the TNWC calculation shall only include inventory acquired within one year of the Closing Date, unless accepted by the Company as an appropriate inclusion in inventory (the “Current Inventory”).

  • The Buyer acknowledges and agrees that prior to the Closing, unless adversely affecting the finances or other obligations of the Company, the Company may declare and pay dividends on the Class B shares and may take steps to increase the paid up capital of the said Class B shares, none of which steps or actions shall materially affect the TNWC.

Related to TNWC

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

  • Shareholders’ Equity means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.

  • Stockholders’ Equity means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for the Borrower and its Subsidiaries at such date.

  • 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.

  • Total Shareholders’ Equity means the total common and preferred shareholders' equity of the Company as determined in accordance with GAAP (calculated including any Recharacterized Portion, but excluding (i) unrealized gains (losses) on securities as determined in accordance with FAS 115 and (ii) any charges taken to write off any goodwill included on the Company's balance sheet on the Effective Date to the extent such charges are required by FAS 142).