Estimated Working Capital Adjustment. (i) No later than five (5) business days prior to the Closing, Parent and Buyer will confer and mutually agree upon a determination of (A) the estimated PLG Working Capital (the “Estimated PLG Working Capital”) and (B) the estimated Payless Working Capital (the “Estimated Payless Working Capital”).
(ii) If the sum of the Estimated PLG Working Capital and the Estimated Payless Working Capital is greater than the sum of the Target PLG Working Capital and the Target Payless Working Capital (the positive amount of such difference, the “Aggregate Working Capital Excess”), then:
(A) if the excess of the Estimated PLG Working Capital over the Target PLG Working Capital (the “PLG Working Capital Excess”) is greater than Buyer’s Pro Rata Portion of the Aggregate Working Capital Excess, then the Purchase Price paid at the Closing shall be increased by an amount equal to the excess of the PLG Working Capital Excess over Buyer’s Pro Rata Portion of the Aggregate Working Capital Excess; and
(B) if the excess of the Estimated Payless Working Capital over the Target Payless Working Capital (the “Payless Working Capital Excess”) is greater than Parent’s Pro Rata Portion of the Aggregate Working Capital Excess, then the Purchase Price paid at the Closing shall be decreased by an amount equal to the excess of the Payless Working Capital Excess over Parent’s Pro Rata Portion of the Aggregate Working Capital Excess.
(iii) If the sum of the Estimated PLG Working Capital and the Estimated Payless Working Capital is less than the sum of the Target PLG Working Capital and the Target Payless Working Capital (the positive amount of such difference, the “Aggregate Working Capital Shortfall”), then:
(A) if the excess of the Target PLG Working Capital over the Estimated PLG Working Capital (the “PLG Working Capital Shortfall”) is greater than Buyer’s Pro Rata Portion of the Aggregate Working Capital Shortfall, then the Purchase Price paid at the Closing shall be decreased by an amount equal to the excess of the PLG Working Capital Shortfall over Buyer’s Pro Rata Portion of the Aggregate Working Capital Shortfall; and
(B) if the excess of the Target Payless Working Capital over the Estimated Payless Working Capital (the “Payless Working Capital Shortfall”) is greater than Parent’s Pro Rata Portion of the Aggregate Working Capital Shortfall, then the Purchase Price paid at the Closing shall be increased by an amount equal to the excess of the Payless Working Capital Shortfall over Paren...
Estimated Working Capital Adjustment. 11 1.1.40 F&F. . . . . . . . . . . . . . . . . . . . 11 1.1.41 F&F Transaction Agreement. . . . . . . . . 11 1.1.42 FCPA . . . . . . . . . . . . . . . . . . . 11 1.1.43
Estimated Working Capital Adjustment. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Working Capital Statement”), reasonably acceptable to Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of (i) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, (ii) the Estimated Working Capital Increase or the Estimated Working Capital Decrease, as the case may be, and (iii) the resulting calculation of the Closing Consideration. The Estimated Working Capital Statement and the calculations thereunder shall be prepared and calculated by Seller in good faith and be reasonably acceptable to Buyer.
Estimated Working Capital Adjustment. The Parties agree that the working capital balance as of the Closing Date shall be an amount equal to $7,300,000.00 (the “Estimated Working Capital Balance”).
Estimated Working Capital Adjustment. (i) The cash portion of the Closing Amount will be adjusted by the amount by which Closing Date Working Capital is greater or less than One Million Three Hundred Seventy-Five Thousand Four Hundred Fifty-Four ($1,375,454) (the “Target Working Capital”).
(ii) Two Business Days before the Closing Date, the Stockholder Representatives will deliver to Parent a certificate setting forth, as of the date thereof, an estimate of the Closing Date Working Capital (the “Estimated Working Capital”), with supporting detail. If the Closing Date Working Capital set forth in such certificate is greater than the Target Working Capital, the cash portion of the Closing Amount will be increased by such excess and if the Closing Date Working Capital set forth in such certificate is less than the Target Working Capital, the cash portion of the Closing Amount will be decreased by such shortfall (the amount of such increase or decrease shall be referred to as the “Estimated Working Capital Adjustment”).
Estimated Working Capital Adjustment. At the Closing, the Purchase Price will be adjusted on a dollar-for-dollar basis as set forth in this Section 1.4(a)(i). Not more than ten (10) business days, but in no event less than five (5) business days, before the anticipated Closing Date, Seller shall, in good faith, prepare and deliver to Purchaser a written statement of estimated Adjusted Working Capital, LCP Deferred Revenue, Net LCP Deferred Revenue and Funded Debt as of the open of business on the Closing Date, in each case using an estimated Closing Balance Sheet prepared using the Company’s then available financial information as of such date. The Purchase Price to be paid at Closing shall be reduced by the estimated sum of any Net LCP Deferred Revenue plus the Working Capital Deficit, if any, plus Funded Debt, if any, and shall be increased by the amount of the Working Capital Surplus, if any (the net amount of such adjustments is referred to herein as the “Estimated Working Capital Adjustment”).
Estimated Working Capital Adjustment. Subject to subsection (iii) below, three (3) Business Days prior to the Closing, SemStream shall deliver to NGL Subsidiary a good faith estimate of the Net Working Capital Closing Statement (“Estimated Net Working Capital”) as of the Calculation Date. If the Estimated Net Working Capital is less than the Net Working Capital Threshold, then SemStream shall pay to NGL Subsidiary at Closing an amount in cash equal to such shortfall. If the Estimated Net Working Capital exceeds the Net Working Capital Threshold by $25,000,000 or less (such excess amount, the “Initial Excess Amount”), then NGL shall issue an aggregate number of NGL Common Units to SemStream equal to (A) such Initial Excess Amount divided by (B) $20.00 (the “Additional NGL Units”). In the event the Estimated Net Working Capital exceeds the Net Working Capital Threshold by more than $25,000,000, then NGL shall issue the Additional NGL Units to SemStream and NGL Subsidiary shall pay to SemStream at Closing an amount in cash equal to the amount by which Estimated Net Working Capital exceeds $25,000,000; provided, notwithstanding the foregoing, in the event the Estimated Net Working Capital is greater than $125,000,000, then, at the sole election of NGL, the parties shall work together in good faith to identify Inventory that SemStream will retain and not assign hereunder (and exclude from the calculation of Estimated Net Working Capital) so that the Estimated Net Working Capital is equal to or less than $125,000,000 (or such higher amount as consented to by NGL in its sole discretion). Any such excluded Inventory will constitute Retained Assets hereunder. Any such cash payment by NGL Subsidiary is made hereunder to reimburse SemStream for capital expenditures with respect to Inventory contributed by SemStream to NGL Subsidiary hereunder and shall be treated as such by the Parties for all financial and Tax reporting purposes (including without limitation for purposes of Treas. Reg. Section 1.707-4(d)).
Estimated Working Capital Adjustment. The term "Estimated Working Capital ------------------------------------ Adjustment" shall mean an amount (which amount may be a positive or negative number) equal to Estimated Working Capital minus $6,623,000.
Estimated Working Capital Adjustment. “Estimated Working Capital Adjustment” shall mean (i) the amount by which the Estimated Working Capital exceeds the Maximum Target Working Capital (in which event the Estimated Working Capital Adjustment shall be a positive amount) or (ii) the amount by which the Minimum Target Working Capital exceeds the Estimated Working Capital (in which event the Estimated Working Capital Adjustment shall be a negative amount).
Estimated Working Capital Adjustment. The term “
