Estimated Adjusted Working Capital definition

Estimated Adjusted Working Capital has the meaning set forth in Section 2.3(b).

Estimated Adjusted Working Capital has the meaning set forth in Section 1.6(a).

Estimated Adjusted Working Capital means the estimated Adjusted Working Capital set forth on the Estimated Adjustment Certificate.

Examples of Estimated Adjusted Working Capital in a sentence

• At the Closing, the Sellers shall have delivered to the Purchaser evidence satisfactory to the Purchaser that all Change of Control Payments have been paid by the Company prior to the Closing or adequately reserved for in the liabilities of the Estimated Adjusted Working Capital Report.

• Except as otherwise stated therein, the Estimated Adjusted Working Capital shall be prepared by the Company in accordance with GAAP and the methodologies set forth on Schedule 3.4(a).

• Attached as Schedule 5.2 is an agreed template of the spreadsheet that will be used by the Company CFO in preparing the Projected Closing Date Balance Sheet and the adjustments thereto necessary to determine the Estimated Adjusted Working Capital of the Company at and as of the Closing Date.

• On the Closing Date, the Company's Estimated Adjusted Working Capital, shall not be less than $1,751,818 (the "Required Working Capital Amount").

• Upon receipt of the Estimated Adjusted Working Capital, the parties will determine whether there is a Working Capital Surplus Amount or Working Capital Deficit Amount and the “Estimated Fixed Portion of the Purchase Price,” based upon the Estimated Adjusted Working Capital.

• 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.

• Purchaser shall have seven (7) Business Days to review Seller's Estimated Adjusted Working Capital during which time Xxxxxx xxxll in good faith assist Purchaser in such review.

• The Parent provided Purchaser access to such back up data related to the preparation of the Estimated Adjusted Working Capital as Purchaser reasonably requested and Purchaser agreed to compute the Estimated Purchase Price on the basis of the Estimated Adjusted Working Capital.

• By agreeing to consummate the Transactions on the Closing Date, Parent shall not be deemed to have accepted the Company’s determination of the Estimated Adjusted Working Capital, and the parties agree that the Estimated Adjusted Working Capital shall be adjusted after the Closing in accordance with the procedures set forth in Section 3.4(b).

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More Definitions of Estimated Adjusted Working Capital

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

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.

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.

Estimated Adjusted Working Capital means the Adjusted Working Capital derived from the Estimated Closing Balance Sheet.

Estimated Adjusted Working Capital is defined in Section 3.4(a).

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.