Estimated Closing Net Worth definition

Estimated Closing Net Worth means the Closing Net Worth as estimated by GTI in good faith and notified by GTI to Purchaser three Business Days before the Closing. The Estimated Closing Net Worth can be represented by a positive or negative number.

Estimated Closing Net Worth is defined in Section 2.6.

Estimated Closing Net Worth has the meaning ascribed to such term in Section 4.2.

Examples of Estimated Closing Net Worth in a sentence

• Section 2.10 Closing Net Worth Adjustment and Estimated Closing Net Worth Adjustment.

• Estimated Closing Net Worth shall be calculated in a manner consistent with the (i) Accounts Receivable set forth in Section 6.06 of the Company Disclosure Letter, (ii) work-in-progress and related fees and gross margin for each such project set forth in Section 6.07 of the Company Disclosure Letter and (iii) Unapproved or Pending Change Order and Claims as set forth in Section 6.08 of the Company Disclosure Letter.

• The parties hereto agree and acknowledge the only component of the Closing Purchase Price subject to adjustment pursuant to this Section 2.7 is the Estimated Closing Net Worth Amount, and none of the Fixed Amount, the IT Purchase Price and the Deferred Tax Asset Value is subject to any post-Closing adjustment (except to the extent there may be a reduction of the IT Purchase Price pursuant to Section 5.12 and a reimbursement of the costs of medical and dental plans pursuant to Section 6.2).

• Purchaser shall deliver to Seller within 30 days from the Closing Date a notice of disagreement specifying those items or amounts as to which Purchaser disagrees along with a reasonable description regarding each of the specified items and Purchaser shall be deemed to have agreed with all other items and amounts contained in the audited balance sheet of Target for the business year ending on December 31, 2003 and the Estimated Closing Net Worth as delivered to it.

• Each Party shall pay all of its expenses incurred in connection with the transactions contemplated hereby (whether consummated or not); provided that any expenses incurred but not paid by the Company prior to the Closing (other than those expenses expressly assumed by Buyer or SLC hereunder) shall be reflected as a current liability on the books and records of the Company and shall be included in the determination of Estimated Closing Net Worth and Closing Net Worth.

• The pending change orders and claims set forth on Schedule 3.6, in each case to the extent (and only to the extent) they are reflected in the Estimated Closing Net Worth, are hereafter referred to as the “Unapproved or Pending Change Orders and Claims”.

• The Purchase Price to be paid at the Closing shall be adjusted, dollar for dollar, up or down, as appropriate, to the extent that the Net Worth set forth on the Closing Balance Sheet (the "Estimated Closing Net Worth") exceeds or is less than $7,000,000.00 (the "Base Net Worth"), as applicable.

• If Purchaser and Seller cannot reach agreement on the Closing Net Worth prior to the Closing Date ("ACCOUNTING DISPUTE"), the Estimated Closing Net Worth as delivered by Seller and a notice of disagreement summarizing points of disagreement delivered by Purchaser on the Closing Date shall be attached to the Transfer Deed.

• Buyer shall be given an opportunity to review and comment on the Proposed Estimated Closing Net Worth Statement and Seller shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment.

• The Proposed Estimated Closing Net Worth Statement and the Estimated Closing Net Worth Statement will be prepared from the Books and Records as of the Closing Date and in accordance with GAAP, consistently applied.

More Definitions of Estimated Closing Net Worth

Estimated Closing Net Worth means the good faith estimate provided prior to the date hereof by Seller to Buyer of Closing Net Worth.

Estimated Closing Net Worth has the meaning as defined in Section 3.2 hereof Estimated Net Profits has the meaning as defined in Section 3.4.2 hereof Expert Arbitrator has the meaning as defined in Section 3.5 hereof Financial Statements has the meaning as defined in Section 4.2.1 hereof Financial Statements for 2003 means the audited financial statements of Target for the business year ending December 31, 2003 Germany means the Federal Republic of Xxxxxxx (BUNDESREPUBLIK DEUTSCHLAND)

Estimated Closing Net Worth has the meaning set forth in Section 2.3(a)(ii).

Estimated Closing Net Worth. Section 2.13(a)

Estimated Closing Net Worth shall have the meaning set forth in Section 3.05(a) hereof.