Estimated Adjusted Working Capital definition

Estimated Adjusted Working Capital has the meaning set forth in Section 2.3(b).
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Estimated Adjusted Working Capital has the meaning set forth in Section 1.6(a).
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Estimated Adjusted Working Capital means the estimated Adjusted Working Capital set forth on the Estimated Adjustment Certificate.
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Examples of Estimated Adjusted Working Capital in a sentence

  • If the Estimated Adjusted Working Capital exceeds One Hundred Ninety Seven Thousand Three Hundred Eighty Two Dollars ($197,382) (such excess, the “Closing Date AWC Excess”), then the Merger Consideration shall be increased by an amount equal to such Closing Date AWC Excess.

  • A positive value around the S atom indicates that the electronic charge den- sity in the cluster is more than the superpositioned atomic charge density while a negative value around the Zn atom indicates that charge density has decreased on formation of dimer.

  • If there are no such adjustments by the Buyer, or if the Buyer fails to deliver the Draft Adjusted Working Capital Certificate and Draft Closing Balance Sheet within sixty (60) days following the Closing, then the Draft Adjusted Working Capital and the Draft Closing Balance Sheet shall be the same as the Estimated Adjusted Working Capital and the Estimated Closing Balance Sheet, respectively.

  • If the Final Adjusted Working Capital is greater (i.e., less negative) than the Estimated Adjusted Working Capital, Buyer shall pay to Sellers the amount of such difference, with simple interest thereon from the Closing Date to the date of payment at a floating rate per annum equal to the Prime Rate.

  • Each Seller covenants that the Estimated Adjusted Working Capital Report will be prepared in good faith by the Sellers’ Representative in accordance with GAAP applied on a basis consistent with that used in the preparation of the Adjusted Working Capital Benchmark.

  • If the approved Post Closing Working Capital Calculation is less than the Estimated Adjusted Working Capital presented to Buyer, Sellers shall promptly pay the excess amount previously received from the Buyer back to the Buyer.

  • For illustrative purposes, (i) if the Estimated Adjusted Working Capital is negative $30.0 million, the Purchase Price payable at Closing will be TC1: 469823 Execution Stock Purchase Agreement increased by $2.2 million and (ii) if the Estimated Adjusted Working Capital is negative $34.0 million, the Purchase Price payable at Closing will be decreased by $1.8 million.

  • The Company shall provide the Purchaser access to such back up data related to the preparation of the estimate of the Estimated Adjusted Working Capital as may be reasonably requested.

  • The parties hereto agree to use the procedures set forth in Section 20 with respect to estimating the Estimated Adjusted Working Capital as of the Closing Date and adjusting the Initial Amount if necessary.

  • Purchaser and its representatives shall be entitled to inspect all work papers, schedules and other supporting materials relating to the preparation of the Preliminary Statement and to consult with Seller and its representatives regarding the methods used to calculate the Estimated Adjusted Working Capital and the Estimated Interim Cash Adjustment.


More Definitions of Estimated Adjusted Working Capital

Estimated Adjusted Working Capital means the sum of (y) the sum of the Current Assets less the sum of the Current Liabilities reflected on the Closing Date Balance Sheet, subject to the adjustments described in Schedule 5.2, and (z) the amount of Approved Capital Expenditures reflected on the Closing Date Balance Sheet (with the unpaid amount, if any, of such Approved Capital Expenditure to be included as a current liability on the Closing Date Balance Sheet). The Prior Month Balance Sheet, the Projected Closing Date Balance Sheet and the Closing Date Balance Sheet shall each be prepared in the same manner and in accordance with this Section 5.2, including the adjustments set forth in Schedule 5.2, and utilizing the same standards as the balance sheet included in the Company Recent Financial Statements (other than review by the Company’s independent auditors). For purposes of this Agreement, the terms “Current Assets” and “Current Liabilities” mean the current assets and current liabilities, respectively, reasonably described by the subheadings under each such term in Schedule 5.2.
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Estimated Adjusted Working Capital. For the avoidance of confusion, Crest’s computation of Estimated Adjusted Working Capital shall give effect to the distribution to be made pursuant to Section 1.3.
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Estimated Adjusted Working Capital means the estimated value, as of the Measurement Date, of the total current assets of the Business (excluding any Excluded Assets that are current assets) less the total current liabilities of the Business (excluding any Excluded Liabilities that are current liabilities, and all accrued but unpaid salaries, wages, bonuses, commissions, severance, vacation and sick pay, and other compensation payable by Seller to the Principals and all other persons employed in the conduct of the Business), as determined by Seller pursuant to Section 3.2(a) in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods.
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Estimated Adjusted Working Capital means the good faith estimate of the Sellers of the Adjusted Working Capital as of the Closing Date as shown in the certificate delivered pursuant to Section 1.02(c); "Estimated Adjusted Working Capital Shortfall" means the amount by which the Estimated Adjusted Working Capital is less than the Adjusted Working Capital as of March 31, 1997 as set
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Estimated Adjusted Working Capital means the Adjusted Working Capital derived from the Estimated Closing Balance Sheet.
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Estimated Adjusted Working Capital is defined in Section 3.4(a).
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Related to Estimated Adjusted Working Capital

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • 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.

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

  • Consolidated Working Capital Adjustment means, for any period of determination 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 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.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

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

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

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

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

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

  • 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).

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

  • Target Working Capital Amount means $75,000,000.

  • Base Working Capital means $25,000,000.

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

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

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.