Common use of Working Capital Estimate Clause in Contracts

Working Capital Estimate. At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Schedule 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined financial position of the Subject Partner Companies as of the Closing Date, in all cases, excluding items related to the Xxxx Operations.

Working Capital Estimate. At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Schedule 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined consolidated unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined consolidated financial position of the Subject Partner Companies as of the Closing Date, in all cases, excluding items related to the Xxxx Operations.

Working Capital Estimate. At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Schedule Section 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined financial position of the Subject Partner Companies as of the Closing Date, in all cases, excluding items related to the Xxxx Operations.

Working Capital Estimate. At least ten business days prior to the Closing, the Partner Company Companies shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Schedule 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined financial position of the Subject Partner Companies as of the Closing Date, in all cases, excluding items related to the Xxxx Operations.