Estimated Closing Net Working Capital. No later than two Business Days prior to the Closing Date, the Seller will provide to the Purchaser an estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”). If the Estimated Closing Net Working Capital is greater than zero, the Purchaser will add the absolute value of the excess to the Initial Purchase Price paid at the Closing. If the Estimated Closing Net Working Capital is less than zero, the Purchaser will deduct the absolute value of the shortfall from the Initial Purchase Price paid at the Closing.
Estimated Closing Net Working Capital. Not less than two (2) Business Days prior to the Closing Date, Seller shall in good faith and in consultation with Purchaser prepare and deliver to Purchaser a good faith estimated calculation of the Net Working Capital of Seller as of the Closing Date (the “Estimated Closing Net Working Capital”). Seller’s calculation of the Estimated Closing Net Working Capital shall be made in accordance with the methodology set forth in Exhibit 2.6(b) (the “Target Closing Net Working Capital Calculation Statement”). If (i) the Estimated Closing Net Working Capital exceeds the Target Closing Net Working Capital, the Cash Consideration to be paid by Purchaser at the Closing shall be increased by such excess (the “Estimated Closing Net Working Capital Excess Amount”) or (ii) the Estimated Net Closing Working Capital is less than the Target Closing Net Working Capital, the Cash Consideration to be paid by Purchaser at the Closing shall be decreased by such deficiency (the “Estimated Closing Net Working Capital Deficiency Amount”).
Estimated Closing Net Working Capital. (i) At least five (5) Business Days prior to the Closing Date, the Acquired Entities shall prepare and deliver to Buyer a good faith estimate of the Closing Net Working Capital (the "Estimated Closing Net Working Capital”) based on the Acquired Entities’ books and records and other information then available, to be calculated in the same manner as the Closing Net Working Capital is determined. The Estimated Closing Net Working Capital shall, without limitation, specify the amount of any Pre-Closing Shareholder Distributions.
Estimated Closing Net Working Capital. At least two (2) Business Days prior to the Closing Date, the Company will deliver to Buyer an estimated statement of the Closing Net Working Capital as of the Closing Date, which will be reasonably acceptable to the Buyer (the “Estimated Closing Net Working Capital”). If the Estimated Closing Net Working Capital is greater than $1,300,486 (the “Net Working Capital Target”) then, on the Closing Date, the Closing Amount will be increased on a dollar for dollar basis by an amount equal to the Estimated Closing Net Working Capital less the Net Working Capital Target. If the Net Working Capital Target is greater than the Estimated Closing Net Working Capital, then, on the Closing Date, the Closing Amount will be decreased on a dollar for dollar basis by an amount equal to the Net Working Capital Target less the Estimated Closing Net Working Capital.
Estimated Closing Net Working Capital. Not more than five (5) business days, but in no event less than three (3) business days, before the Closing Date, Seller and Buyer will, in good faith and in accordance with GAAP, jointly estimate Closing Net Working Capital on a reasonable basis using Seller's then available financial information; provided, however, that if Seller and Buyer cannot agree on an estimate of Closing Net Working Capital, such estimate will be deemed to be equal to the average of the Seller's and Buyer's good faith determinations thereof. The amount of Closing Net Working Capital as finally estimated pursuant to this Section 1.3(b) is referred to herein as "Estimated Closing Net Working Capital."
Estimated Closing Net Working Capital. No later than five Business Days prior to the Closing Date, the Seller will provide to the Purchaser a good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) prepared in accordance with the Accounting Methodologies applied on a basis consistent with the Financial Statements, and accompanied by a certification from Seller that such calculation has been prepared in good faith. If the Estimated Closing Net Working Capital is greater than the Target Closing Net Working Capital by an aggregate amount that exceeds the Threshold, the Purchaser will add the absolute value of only such portion of the overage in excess of the Threshold to the Initial Purchase Price paid at the Closing. If the Estimated Closing Net Working Capital is less than the Target Closing Net Working Capital by an aggregate amount whose absolute value exceeds the Threshold, the Purchaser will deduct the absolute value of only such portion of the shortfall in excess of the Threshold from the Initial Purchase Price paid at the Closing. The Parties acknowledge and agree that if the Estimated Closing Net Working Capital is greater or less than, as applicable, the Target Closing Net Working Capital by an aggregate amount that fails to exceed the Threshold, no adjustment shall be made to the Initial Purchase Price at the Closing pursuant to this Section 2.3(b).
Estimated Closing Net Working Capital. The Sellers and the Purchasers agree that a good faith estimate of the amount of the Closing Net Working Capital is -$596,000 and the resulting amount of the Working Capital Adjustment is $150,000 (the "Interim Working Capital Adjustment").
Estimated Closing Net Working Capital. Seller shall provide to Parent at least five business days prior to the Closing Date (i) an estimated balance sheet of the Company as of the Closing prepared in a manner consistent with past practices of the Company’s management in conformity with the calculations on Exhibit G and (ii) Seller’s good-faith estimate of Closing Net Working Capital calculated from such estimated balance sheet (“Estimated Closing Net Working Capital”). The Purchase Price payable at the Closing pursuant to Section 1.3 shall be [*] reduced by the amount, if any, that the Working Capital Target exceeds the Estimated Closing Net Working Capital [*] (such adjustment, the “Closing Date Adjustment”). The Estimated Closing Net Working Capital determined by Seller and delivered to Parent shall be binding on the parties for purposes of calculating the Purchase Price payable at the Closing pursuant to Section 1.3, but shall be subject to adjustment following the Closing in accordance with the provisions of this Section 1.4. All calculations performed in connection with this Section 1.4 shall be as of the close of business on the Closing Date.
