Estimated Adjusted Net Working Capital definition

Estimated Adjusted Net Working Capital has the meaning set forth in Section 2.2.2(a).
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Estimated Adjusted Net Working Capital means the estimated Adjusted Net Working Capital amount determined by the Company and the Shareholders as of the Closing Date.
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Estimated Adjusted Net Working Capital shall have the meaning set forth in Section 2.6(a)(ii)(B) (Purchase Price Adjustment).
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Examples of Estimated Adjusted Net Working Capital in a sentence

  • The identification and proration of such expenses is to be made and paid, insofar as reasonably possible, on the Closing Date, as an adjustment to the Cash Consideration, by including such amounts in Accrued Expenses on the Estimated Adjusted Net Working Capital Statement with settlement of any remaining items to be made within ninety (90) calendar days following the Closing Date by including such amounts in Accrued Expenses on the Closing Adjusted Net Working Capital Statement.

  • If the Estimated Adjusted Net Working Capital Statement is not acceptable to Purchaser, in its sole discretion, and the parties do not adjust the Cash Consideration in accordance with this Section 2.2(a), the parties shall only adjust the Cash Consideration after Closing as set forth in paragraphs (b) through (d) of this Section 2.2 and for purposes of Section 2.2(d), the Estimated Adjusted Net Working Capital shall be deemed to be $4,877,232.

  • If the Estimated Adjusted Net Working Capital is greater than the Target Adjusted Net Working Capital, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Target Adjusted Net Working Capital.

  • If the Estimated Adjusted Net Working Capital set forth on the schedule accompanying the Month End Balance Sheet exceeds $26 million, the Cash Purchase Price payable to the Seller at the Closing shall be increased by an amount equal to such surplus.

  • If the Estimated Adjusted Net Working Capital Statement is acceptable to Purchaser, in its sole discretion, the Cash Consideration shall be increased, dollar for dollar, by the amount by which the estimated Adjusted Net Working Capital set forth on the Estimated Adjusted Net Working Capital Statement (the “Estimated Adjusted Net Working Capital”) is greater than $4,877,232 and shall be decreased, dollar for dollar, by the amount by which the Estimated Adjusted Net Working Capital is less than such amount.

  • If the Estimated Adjusted Net Working Capital set forth on the schedule accompanying the Month End Balance Sheet is less than $26 million, the Cash Purchase Price payable to the Seller at the Closing shall be reduced by an amount equal to such deficiency.

  • If, prior to the Closing, Buyer and Sellers agree in writing to any changes to the Estimated Adjusted Net Working Capital, then the Estimated Adjusted Net Working Capital, as the case may be, shall be modified as so agreed.

  • In the event that Buyer notifies Sellers, prior to the Closing, that it disputes the amount of the Estimated Adjusted Net Working Capital (such notice being referred to as an “Objection Notice”), Buyer and Sellers shall cooperate in good faith to resolve any such dispute as promptly as practicable.

  • Unless the Member Representatives deliver a written objection to Parent on or prior to the expiration of the WC Objection Period, the Estimated Adjusted Net Working Capital shall be deemed to be the final amount of Adjusted Net Working Capital (the “Final Adjusted Net Working Capital”) and will become final and binding on the Parties.

  • If the Estimated Adjusted Net Working Capital set forth on the Estimated Closing Balance Sheet exceeds zero ($0.0), the Purchase Price payable to the Seller at the Closing shall be increased by an amount equal to such surplus.


More Definitions of Estimated Adjusted Net Working Capital

Estimated Adjusted Net Working Capital has the meaning given such term in Section 3.2(d)(ii).
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Estimated Adjusted Net Working Capital. See Section 3.1(b);
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Estimated Adjusted Net Working Capital has the meaning set forth in Section 2.3(a). “Estimated Aggregate Cash Consideration” has the meaning set forth in Section 2.3(a). “Excluded Assets” has the meaning set forth in Section 1.2.
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Estimated Adjusted Net Working Capital means the projected amount of the Adjusted Net Working Capital as of 11:59 p.m. on (a) the 6th July 2015, provided that Completion takes place on 7th July 2015, or (b) Completion, provided that Completion takes place on any other date, as estimated in good faith by the Sellers in accordance with the provisions of clause 4.2, calculated on the basis of the principles set out in Schedule 5 and to be included in the First Draft Completion Statement;"
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Estimated Adjusted Net Working Capital means the projected amount of the Normalised Adjusted Net Working Capital at Completion, as estimated in good faith 119005-4-140-v7.3 - 6 - 66-40539663 by the Sellers in accordance with the provisions of clause 4.2, calculated on the basis of the principles set out in Schedule 5 and to be included in the First Draft Completion Statement;
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Estimated Adjusted Net Working Capital shall have the meaning set forth in Section 2.4(a).
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Related to Estimated Adjusted Net Working Capital

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Working Capital Adjustment has the meaning given that term in Section 2.04(a).

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Target Net Working Capital Amount means an amount equal to $23,085,000.00.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Working Capital Adjustment Amount means an amount equal to the difference between (i) the Working Capital of the Company as of the Closing Date and (ii) the Estimated Working Capital Amount. For the avoidance of doubt the Working Capital Adjustment Amount may be a negative number.

  • Target Net Working Capital means $0.

  • Consolidated Adjusted Net Worth means, as of any day for the Consolidated Group, the sum of (a) total shareholders’ equity or net worth plus (b) accumulated depreciation and accumulated amortization, in each case, determined on a consolidated basis in accordance with GAAP; but excluding, in any event, for purposes hereof, unrealized gains and losses on Swap Contracts reported on a consolidated balance sheet as accumulated other comprehensive income or loss.

  • Target Working Capital Amount means $162,000,000.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Net Working Capital Target means $0.00.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Closing Date Net Working Capital has the meaning set forth in Section 2.7(a).

  • Target Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Actual Working Capital has the meaning set forth in Section 2.7(a).