Estimated Closing Net Working Capital definition

Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

Estimated Closing Net Working Capital is defined in Section 3.02(a).

Estimated Closing Net Working Capital means the Company’s good faith estimate of the Closing Net Working Capital as of the Effective Time as set forth in the Closing Statement delivered pursuant to Section 2.11(a), as such amount may be adjusted by mutual agreement of Buyer and the Company prior to Closing pursuant to Section 2.11(c).

Examples of Estimated Closing Net Working Capital in a sentence

• If Purchaser has any objections to Sellers’ calculation of Estimated Closing Net Working Capital, within such five (5) Business Day Period prior to the Closing Date, Purchaser may prepare and deliver to Sellers a written notice, executed by an officer of Purchaser, setting forth (x) in reasonable detail Purchaser’s good faith objection(s) to Sellers’ calculation of Estimated Closing Net Working Capital and (y) Purchaser’s proposed calculation of Estimated Closing Net Working Capital.

• The Sellers’ calculation of the Estimated Closing Net Working Capital shall be made on an estimated basis using the same accounting methodologies and procedures used to calculate the Reference Closing Net Working Capital as set forth on Schedule 2.2(a).

• The Closing Statement shall follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.

• By way of example, if the Closing Net Working Capital is negative five million dollars (-$5,000,000) and the Estimated Closing Net Working Capital is negative two million dollars (-$2,000,000), then the Closing Net Working Capital would be less than the Estimated Closing Net Working Capital and therefore Holdings would pay the difference, which would be $3,000,000.

• By way of example, if the Closing Net Working Capital is negative two million dollars (-$2,000,000) and the Estimated Closing Net Working Capital is negative five million dollars (-$5,000,000), then the Closing Net Working Capital would be greater than the Estimated Closing Net Working Capital and therefore Pensare would pay the difference, which would be $3,000,000.

More Definitions of Estimated Closing Net Working Capital

Estimated Closing Net Working Capital has the meaning set forth in Section 1.04(a)(i).

Estimated Closing Net Working Capital means Sellers’ good faith estimate of the Net Working Capital of the Company, on a consolidated basis, as of the Closing.

Estimated Closing Net Working Capital means Seller’s good faith estimate of Closing Net Working Capital as set forth in the Estimated Closing Net Working Capital Statement.

Estimated Closing Net Working Capital means Closing Net Working Capital as shown on the Pre-Closing Statement.

Estimated Closing Net Working Capital is defined in Section 1.02.

Estimated Closing Net Working Capital shall have the meaning given to it in Section 2.04(a).

Estimated Closing Net Working Capital has the meaning set forth in Clause 2.3.1 (ii).