Estimated Closing Date Working Capital Adjustment as set forth in Section 3.5(a).

Estimated Closing Date Working Capital Adjustment means the positive difference, if any, as of any date of determination, of (a) the share of the Target Date Working Capital Amount allocated to the applicable Individual Portfolio, as set forth in Annex 5, minus (b) the Estimated Deemed Closing Date Working Capital Amount for the applicable Individual Portfolio.

Estimated Closing Date Working Capital Adjustment means the Seller’s good faith calculation of the Closing Date Working Capital Adjustment. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Examples of Estimated Closing Date Working Capital Adjustment in a sentence

The Estimated Closing Date Working Capital Adjustment shall be subject to the approval of Buyer, which shall not be unreasonably withheld or delayed.
If the Estimated Closing Date Working Capital Adjustment (determined in accordance with the guidelines set forth in Annex III) exceeds the Closing Cash Amount, then the amount of such excess (the “Adjustment Excess”) shall increase the principal amount of the Note.
Figure 9 shows the steps of the proposed design framework to represent, enumerate and categorize unique spatial topologies of a 3D system (assuming inter-component connectivity is fixed).
If the Estimated Closing Date Working Capital Adjustment (determined in accordance with the guidelines set forth in Annex III) is less than the Closing Cash Amount, then the amount of such shortfall is referred to as the “Adjustment Shortfall”.
When prepared by Seller the Estimated Closing Date Balance Sheet and the Estimated Closing Date Working Capital Adjustment will have been prepared in good faith based on the best available information as of the date thereof and will be presented in conformity with the principles and procedures used in the preparation of the June 30 Financials and will present fairly the financial position, and assets and liabilities of the Division in accordance with the terms of this Agreement.

More Definitions of Estimated Closing Date Working Capital Adjustment

Estimated Closing Date Working Capital Adjustment means the Seller’s good faith calculation of the Closing Date Working Capital Adjustment.

Estimated Closing Date Working Capital Adjustment means that term as defined in Section 2.03(a)(i).

Related to Estimated Closing Date Working Capital Adjustment

Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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;
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.
Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Consolidated Working Capital Adjustment means, for any period 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 has the meaning specified in Section 3.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Target Working Capital Amount means $162,000,000.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Target Net Working Capital Amount means $0.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
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 shall have the meaning specified in Section 3.4(e).
Estimated Working Capital has the meaning set forth in Section 2.3(a).

Estimated Closing Date Working Capital Adjustment definition

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