Estimated Closing Date Working Capital definition

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

Estimated Closing Date Working Capital means Shareholder’s calculation of the Company’s Closing Date Working Capital as disclosed by the Estimated Closing Date Working Capital Statement.

Estimated Closing Date Working Capital shall have the meaning set forth in Section 2.05(b) of this Agreement.

Examples of Estimated Closing Date Working Capital in a sentence

• The Closing Date Working Capital range shall extend from an amount that is one million dollars ($1,000,000) less than the Estimated Closing Date Working Capital amount (the "Low-End Working Capital Estimate") to an amount that is one million dollars ($1,000,000) greater than the Estimated Closing Date Working Capital amount (the "High-End Working Capital Estimate").

• Purchaser shall pay to the Stockholder Representative the amount by which the Estimated Closing Date Working Capital exceeds $0 by wire transfer, which Stockholder Representative shall allocate to the Stockholders, after payment of transaction-related fees payable by the Stockholders, pursuant to the allocation set forth in Schedule 1.2 (such payment, the “Closing Date Working Capital Payment”).

• The Sellers and the Purchaser have estimated that the Company's Working Capital as of the Closing Date will be $9,925,000 (the "Estimated Closing Date Working Capital"), which amount has been computed in accordance with the methods, formulae, prorations and reserves set forth in Appendix 1.4(a) attached hereto, which amount sets forth the Company's estimated October 31, 2007 unaudited balance sheet.

• On the Adjustment Date (a) the Purchaser shall pay to the Vendor the amount, if any, by which the Closing Date Working Capital exceeds the Estimated Closing Date Working Capital or (b) the Vendor shall pay to the Purchaser the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Closing Date Working Capital.

More Definitions of Estimated Closing Date Working Capital

Estimated Closing Date Working Capital has the meaning set forth in Section 2.6.

Estimated Closing Date Working Capital means Parent’s good faith estimate of the Closing Date Working Capital as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Working Capital means Seller’s good faith estimate of the Closing Date Working Capital as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Working Capital means the good faith estimate of the Working Capital of the InfoTrellis Group on the Closing Date, delivered to the Purchaser by the Vendor in accordance with Section 1.5.

Estimated Closing Date Working Capital an estimate of Closing Date Cash (“Estimated Closing Date Cash”), an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”), and an estimate of YTD Capital Expenditures (“Estimated YTD Capital Expenditures”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0, (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness, and (iv)(A) increased dollar for dollar to the extent the Estimated YTD Capital Expenditures exceeds the Target Capital Expenditures, or (B) decreased dollar for dollar to the extent the Estimated YTD Capital Expenditures is less than the Target Capital Expenditures (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).”

Estimated Closing Date Working Capital an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).

Estimated Closing Date Working Capital means the Vendors’ good faith estimate of the Closing Date Working Capital.