NWC Statement definition
Examples of NWC Statement in a sentence
Any such Objection Notice shall specify those items or amounts as to which ▇▇▇▇▇▇▇▇ disagrees, and ▇▇▇▇▇▇▇▇ shall be deemed to have agreed with all other items and amounts contained in the Final NWC Statement.
Should there be an Final NWC Surplus, the Company shall, on the 2rd Business Day following the determination of the Final NWC Statement, make a distribution of return of capital to the ▇▇▇▇▇▇▇▇ in the form of cash in amount equal to such surplus.
To the extent that after Closing ▇▇▇▇▇▇▇▇ receive any funds or other assets in connection with any Company Group Entity’s Business, which was included in determining the Final NWC Statement, ▇▇▇▇▇▇▇▇ shall promptly deliver such funds and assets to such Company Group Entity and take all steps necessary to vest title to such funds and assets in the Company Group Entity.
In determining the Final NWC Statement, the Neutral Accountant shall act as an expert and not as arbitrator.
If LMP and ▇▇▇▇▇▇▇▇ reach a final resolution on the Final NWC Statement within 15 days after LMP’s receipt of the Objection Notice (or within any additional period as mutually agreed to between LMP and the ▇▇▇▇▇▇▇▇), then the Final NWC Statement agreed upon by LMP and ▇▇▇▇▇▇▇▇ shall be deemed for purposes of this Section 1.6 to be the “Final NWC Statement” and shall be final and binding on all Parties.
In the case that Buyer delivers a Notice of No Objection, there shall be no Review Period and the NWC Statement delivered by Sellers shall be deemed the Final NWC Statement and shall be deemed final and binding upon all of the Parties.
The term “Final NWC Statement” as used in this Agreement shall mean the NWC Statement that is deemed final in accordance with Section 2.07(c) or the NWC Statement resulting from the determinations made by the Accounting Firm in accordance with this Section 2.07(d), as applicable.
No Losses may be claimed under Article VIII or otherwise by any Indemnified Party to the extent such Liabilities are reflected in the Net Working Capital set forth in the Final NWC Statement pursuant to this Section 2.07.
The NWC Statement (including the calculations therein) shall be prepared in accordance with GAAP applied consistently with the principles used in the preparation of the Unaudited Financial Statements and the Example Net Working Capital Statement; provided, that Net Working Capital shall also be calculated in accordance with the definition of that term herein (and any other defined terms incorporated therein).
If Buyer fails to deliver a Notice of Objection within the Review Period, the NWC Statement and the amount set forth therein shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties.