Estimated Closing Date Net Working Capital Amount means the Company’s estimate of Net Working Capital as of the Merger 1 Effective Time, which shall be set forth in the Closing Notice.

Estimated Closing Date Net Working Capital Amount has the meaning set forth in Section 2.5(a) below.

Estimated Closing Date Net Working Capital Amount is defined in Section 1.7 of this Agreement. “Estimated Preliminary Statement” is defined in Section 1.7 of this Agreement. “Estimated Purchase Price Adjustment” is defined in Section 1.7 of this Agreement. “Excluded Item” means (i) any liability of the Company or any of its Subsidiaries resulting from any action taken on the Closing Date by or on behalf of the Purchaser or any of its Affiliates, including in connection with any equity or debt financing sourced by the Purchaser or any of its Affiliates, (ii) any liability that is otherwise allocated to, or the obligation of, the Purchaser or any of its Affiliates pursuant to the terms of this Agreement, (iii) any liability of the Company or any of its Subsidiaries that is included in the Final Statement as a Current Liability in determining the Closing Date Net Working Capital Amount, or (iv) the Incentive Bonus Payments. “Xxxxxxxxxx Trusts” means the Xxxxxxxxxx Trust Xx. 0 Xxx-XXX Xxxxxx and the Xxxxxxxxxx Trust No. 2 GST Exempt. “Final Determination” is defined in Section 8.5(c) of this Agreement. “Final Statement” is defined in Section 1.8(c) of this Agreement. “Financial Statements” is defined in Section 3.4 of this Agreement.

Examples of Estimated Closing Date Net Working Capital Amount in a sentence

On or immediately prior to the Closing Date, Owners' Representative shall provide Purchasers with: (i) an estimated Closing Date balance sheet ("Estimated Closing Date Balance Sheet"), (ii) an estimated net working capital worksheet ("Estimated Closing Date Net Working Capital Worksheet"), showing the estimated net working capital amount ("Estimated Closing Date Net Working Capital Amount"), each estimated as of the Closing Date and each prepared in a manner consistent with Schedule 1.03(a)(i).
If the Estimated Closing Date Net Working Capital Amount is greater than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be increased by such amount.
If the Estimated Closing Date Net Working Capital Amount is less than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be reduced by such amount.
If the Estimated Closing Date Net Working Capital Amount exceeds the Estimated Target Net Working Capital Amount, the Initial Aggregate Purchase Price shall be increased dollar-for- dollar by the amount of such excess and if the Estimated Closing Date Net Working Capital Amount is less than the Estimated Target Net Working Capital Amount, the Initial Aggregate Purchase Price shall be reduced dollar-for-dollar by the amount of such shortfall.

More Definitions of Estimated Closing Date Net Working Capital Amount

Estimated Closing Date Net Working Capital Amount. If the Estimated Closing Date Net Working Capital Amount exceeds Seven Million Five Hundred Thousand dollars ($7,500,000) (the “Target Net Working Capital Amount”), the Closing Cash Payment will be increased dollar-for-dollar by the amount of such excess and if the Estimated Closing Date Net Working Capital Amount is less than the Target Net Working Capital Amount, the Closing Cash Payment shall be reduced dollar-for-dollar by the amount of such shortfall, as provided for in Section 1.2. The amount by which the Estimated Closing Date Net Working Capital Amount exceeds or is less than, as applicable, the Target Net Working Capital Amount shall be referred to herein as the “Estimated Purchase Price Adjustment.”

Estimated Closing Date Net Working Capital Amount is defined in Section 1.4 of this Agreement.

Estimated Closing Date Net Working Capital Amount shall have the meaning set forth in Section 1.03(b) of this Agreement.

Related to Estimated Closing Date Net Working Capital Amount

Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Target Working Capital Amount means $75,000,000.
Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
Target Net Working Capital Amount means $5,000,000.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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.
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 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).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
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 Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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 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 has the meaning set forth in Section 2.5(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Net Working Capital has the meaning set forth in Section 2.6(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.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Net Working Capital has the meaning set forth in Section 2.3(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Net Working Capital Target means $0.00.
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.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

Estimated Closing Date Net Working Capital Amount definition

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