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 has the meaning set forth in Section 6.6(b).

Examples of Estimated Closing Date Working Capital in a sentence

• 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 beginning of the stated delivery period requires the due fulfilment of the customer‘s duties, particularly the correct specification of delivery address.

• The amount of cash to be paid at the Closing (the “Estimated Cash Consideration Adjustment Amount”) shall be equal to the Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if any, plus (B) the Estimated Closing Date Working Capital Excess, if any, and plus (C) the Estimated Net Cash.

• If the Closing Date Working Capital set forth in the Final Balance Sheet is less than the Estimated Closing Date Working Capital, Sellers will pay the amount of such difference to Buyer by electronic transfer of immediately available funds.

• Seller shall also provide Buyer with any available supporting documentation used in the preparation of the Estimated Closing Date Working Capital Certificate as is reasonably requested by Buyer.

More Definitions of Estimated Closing Date Working Capital

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 shall have the meaning set forth in Section 2.05(b) of this Agreement.

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 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 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 is defined in Section 2.12(a).

Estimated Closing Date Working Capital means, on a consolidated basis, (i) Current Assets as of the close of business on the Closing Date (disregarding the transactions contemplated by this Agreement) minus (ii) Current Liabilities as of the close of business on the Closing Date (disregarding the transactions contemplated by this Agreement other than obligation to pay the employer portion of any contributions, withholdings or payroll Taxes in respect of any Sale Bonuses, the Vested Option Amount or the Sellers’ Unvested Option Portion) as shown on the Estimated Closing Date Statement.