Estimated Closing Date Net Working Capital definition

Estimated Closing Date Net Working Capital has the meaning specified in Section 2.4(a).

Estimated Closing Date Net Working Capital has the meaning specified in Section 3.3.

Estimated Closing Date Net Working Capital means the Seller’s estimate of Net Working Capital as of the Closing Date calculated pursuant to the Estimated Closing Date Calculation and set forth in the Estimated Closing Date Statement;

Examples of Estimated Closing Date Net Working Capital in a sentence

• No amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount shall be included in the Outstanding Company Expenses.

• The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price.

• The Main Sellers’ calculation of the Estimated Closing Date Net Working Capital shall be subject to the review and approval of the Purchaser, which approval shall not be unreasonably withheld.

• At Closing, Schedule 2.8 shall be adjusted, dollar for dollar, to reflect any inventory and accounts receivables included in Estimated Closing Date Net Working Capital.

• At the Closing, the amount by which Estimated Closing Date Net Working Capital is less than or more than Target Net Working Capital (the “Estimated Net Working Capital Adjustment”) will be reduced or increased dollar-for-dollar from the Initial Company Purchase Price in determining the Closing Company Consideration as set forth in Section 2.4(a) above.

More Definitions of Estimated Closing Date Net Working Capital

Estimated Closing Date Net Working Capital means the Sellers’ reasonable, good faith estimate of Closing Date Net Working Capital as of the close of business on the Closing Date.

Estimated Closing Date Net Working Capital means Sellers' good faith written estimate following consultation with Parent of Closing Date Net Working Capital delivered to Parent at least two Business Days prior to Closing and calculated using the Calculation Principles.

Estimated Closing Date Net Working Capital shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.

Estimated Closing Date Net Working Capital means, as reflected on the Estimated Closing Date Statement (as set forth in Section 2.4), prepared in accordance with GAAP with all amounts in U.S. dollars and subject to final determination based on the Closing Date Statement, the amount equal to the difference between: (x) the Accounts Receivable and Prepaid Expenses and (y) the Assumed Liabilities and Subsidiary Liabilities.

Estimated Closing Date Net Working Capital means the Company’s reasonable, good faith estimate of the aggregate amount of Net Working Capital of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing Date as reflected on the Estimated Closing Balance Sheet, determined without giving effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith.

Estimated Closing Date Net Working Capital means the Sellers’ good faith estimate of Closing Date Net Working Capital, as set forth in the Closing Calculation to be delivered pursuant to Section 2.6.

Estimated Closing Date Net Working Capital means $42,380,055.35, being the good faith estimate of the Closing Date Net Working Capital, as set forth in a written statement signed by the Chief Financial Officer of the Company and delivered to the Acquiror at least two (2) Business Days prior to the date hereof, and prepared in accordance with the NWC Methodology.