Estimated Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(a).

Estimated Aggregate Net Working Capital Amount as well as a computation thereof (which computation shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such difference in accounting principles, policies and procedures as are set forth on Exhibit C (the “Accounting Principles”)), together with a reasonably detailed explanation of, and documentation sufficient to confirm the accuracy of the computation of, such Estimated Aggregate Net Working Capital Amount. Buyer shall have the right to reasonably and in good faith object to the amounts contained in Seller’s calculation of Estimated Aggregate Net Working Capital Amount within three (3) Business Days after Seller’s delivery thereof to Buyer. Seller shall in good faith consider any such objections of Buyer and, if Buyer has made any reasonable objections, shall re-issue Seller’s good faith estimate of the Estimated Aggregate Net Working Capital Amount no later than three (3) Business Days prior to the Closing Date with any such revisions that Seller has determined in good faith are appropriate. Notwithstanding the foregoing, the failure of the Parties to agree on the Estimated Aggregate Net Working Capital Amount shall in no way delay the Closing and the Parties hereby agree that any pre-Closing disagreement with respect to the Estimated Aggregate Net Working Capital Amount will be handled with the post-Closing adjustment mechanisms contained herein. If (i) the Estimated Aggregate Net Working Capital Amount is greater than the Aggregate Target Net Working Capital Amount, the Base Purchase Price payable at Closing will be increased by an amount equal to the difference between the Estimated Aggregate Net Working Capital Amount minus the Aggregate Target Net Working Capital Amount; and (ii) the Estimated Aggregate Net Working Capital Amount is less than the Aggregate Target Net Working Capital Amount, the Base Purchase Price payable at Closing will be decreased by an amount equal to the difference between the Aggregate Target Net Working Capital Amount minus the Estimated Aggregate Net Working Capital Amount (such amount under either (i) or (ii) is referred to as the “Closing Date Aggregate Net Working Capital Adjustment Amount”).

Estimated Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(a). “EWG Subsidiaries” has the meaning set forth in Section 3.25(b).

Examples of Estimated Aggregate Net Working Capital Amount in a sentence

The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the Final Aggregate Net Working Capital Amount as of the Closing Date only (prepared on the same basis used to prepare the Estimated Aggregate Net Working Capital Amount).
Buyer shall have the right to reasonably and in good faith object to the amounts contained in Seller’s calculation of Estimated Aggregate Net Working Capital Amount within three (3) Business Days after Seller’s delivery thereof to Buyer.
Seller shall in good faith consider any such objections of Buyer and, if Buyer has made any reasonable objections, shall re-issue Seller’s good faith estimate of the Estimated Aggregate Net Working Capital Amount no later than three (3) Business Days prior to the Closing Date with any such revisions that Seller has determined in good faith are appropriate.
Notwithstanding the foregoing, the failure of the Parties to agree on the Estimated Aggregate Net Working Capital Amount shall in no way delay the Closing and the Parties hereby agree that any pre-Closing disagreement with respect to the Estimated Aggregate Net Working Capital Amount will be handled with the post-Closing adjustment mechanisms contained herein.
The “Closing Date Aggregate Net Working Capital Adjustment Amount” shall be the amount (positive or negative) equal to the Estimated Aggregate Net Working Capital Amount minus the Aggregate Target Net Working Capital Amount.
Purchaser shall have reasonable access to the books and records and personnel of Seller, the Operating Acquired Companies and their respective Representatives and the opportunity to consult with such personnel for purposes of confirming or disputing the Estimated Aggregate Net Working Capital Amount and Estimated Aggregate Net Working Capital Adjustment Amount.
If Purchaser shall disagree in good faith with any item set forth in the Estimated Adjustment Certificate, then Purchaser and Seller shall work in good faith to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Aggregate Net Working Capital Amount.

More Definitions of Estimated Aggregate Net Working Capital Amount

Estimated Aggregate Net Working Capital Amount means Seller’s good faith estimate of the Aggregate Net Working Capital.

Related to Estimated Aggregate Net Working Capital Amount

Target Working Capital Amount means $75,000,000.
Target Net Working Capital Amount means $5,000,000.
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.
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 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.
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
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.
Estimated Net Working Capital has the meaning set forth in Section 2.3(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
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;
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.
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.
Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Net Working Capital Target means $0.00.
Working Capital Adjustment has the meaning set forth in Section 2.5(a).
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Target Net Working Capital means $0.
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Target Working Capital means $0.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Working Capital Target means $0.

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