Estimated Closing Date Working Capital Statement definition

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

Estimated Closing Date Working Capital Statement and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“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 Statement means Shareholder’s statement showing Shareholder’s good faith estimate in reasonable detail of Shareholder’s calculation of the Closing Date Working Capital.

Examples of Estimated Closing Date Working Capital Statement 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 Estimated Closing Date Working Capital Statement shall fairly and accurately present the Estimated Closing Date Working Capital, determined in the manner set forth in the immediately preceding sentence.

• The Estimated Closing Date Working Capital Statement shall be prepared in a manner consistent with the Reference Balance Sheet except as set forth in the definition of Working Capital.

• 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) (the "SPECIFIED ACCOUNTING POLICIES"), consistent with the accounting principles, procedures, policies and methods that were employed in preparing the Benchmark Balance Sheet.

• The Closing Payment shall be (A) decreased by the amount, if any, by which Working Capital as shown on the Estimated Closing Date Working Capital Statement (the “Estimated Working Capital”) is less than the Target Working Capital, or (B) increased by the amount, if any, by which the Estimated Working Capital is greater than the Target Working Capital.

More Definitions of Estimated Closing Date Working Capital Statement

Estimated Closing Date Working Capital Statement means Sellers’ statement showing Sellers’s good faith estimate in reasonable detail of Sellers’ calculation of Closing Date Working Capital.

Estimated Closing Date Working Capital Statement setting forth Company’s estimate of the Net Working Capital (as defined below) of Company on a consolidated basis as of immediately prior to the Closing (the “Estimated Net Working Capital”). The Estimated Net Working Capital shall be determined in accordance with the Applicable Accounting Principles. The Closing Purchase Price shall be increased by the positive amount by

Estimated Closing Date Working Capital Statement. 2.07(a) “Excluded Assets” 2.01(b) “Excluded Indebtedness” 2.02(b)(v) “Excluded Intellectual Property” 2.01(b)(ix) “Excluded Liabilities” 2.02(b)

Estimated Closing Date Working Capital Statement. Section 3.2(a)

Estimated Closing Date Working Capital Statement setting forth Company’s estimate of the Net Working Capital (as defined below) of Company on a consolidated basis as of immediately prior to the Closing (the “Estimated Net Working Capital”). The Estimated Net Working Capital shall be determined in accordance with the Applicable Accounting Principles. The Closing Purchase Price shall be increased by the positive amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital, or the Closing Purchase Price shall be decreased by the positive amount by which Target Net Working Capital exceeds the Estimated Net Working Capital. For the purposes of this Agreement, including the

Estimated Closing Date Working Capital Statement means a statement delivered at the Closing setting forth the Company's good faith estimate of the Company's Total Current Assets and Total Current Liabilities as of the Closing Date, which statement shall be prepared in a manner consistent with the preparation of the Company's unaudited balance sheet as of September 30, 1996; PROVIDED, HOWEVER, that the percentage for allowances in respect of chargebacks, bad debts and adjustments to accounts receivable shall be the same as the percentage for allowances in respect of chargebacks, bad debts and adjustments to accounts receivable used in such unaudited balance sheet as of September 30, 1996.

Estimated Closing Date Working Capital Statement. Section 2.9(a)(i) “Estimated Working Capital” Section 2.9(a)(i) “Excluded Assets” Section 2.2 “Excluded Intellectual Property” Section 2.2(f) “Final Allocation Schedule” Section 2.10(b) “Final Closing Payment” Section 2.9(a)(v) “Final Purchase Price” Section 2.5 “Final Working Capital” Section 2.9(a)(v) “Financial Statements” Section 3.8(a) “FIRPTA Certificate” Section 2.7(i) “Fundamental Representations” Section 10.1(a) “Gas Station” Section 5.1 “Government” Section 3.11(e) “Hired Employees” Section 8.1(a) “Indebtedness” Section 3.4 “Indemnified Party” Section 10.3 “Indemnifying Party” Section 10.3 “Independent Accountant” Section 2.9(a)(iv) “Intellectual Property” Section 3.14(k) “Law” Section 3.17 “Licensed Intellectual Property” Section 3.14(k) “Licenses” Section 2.1(i) “Losses” Section 10.2(a) “Material Contracts” Section 3.13(a)