Estimated Closing Working Capital Adjustment Amount definition

Estimated Closing Working Capital Adjustment Amount means a dollar amount, which may be a negative number, equal to the Estimated Closing Working Capital Amount minus the Working Capital Target.
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Estimated Closing Working Capital Adjustment Amount means an amount equal to the difference (which may be positive or negative) between (a) the Estimated Closing Working Capital less (b) the Target Closing Working Capital.
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Estimated Closing Working Capital Adjustment Amount has the meaning set forth in Section 2.4(b).
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Examples of Estimated Closing Working Capital Adjustment Amount in a sentence

  • If the Estimated Closing Working Capital Adjustment Amount is negative or zero, the "Initial Canada Purchase Price" and the "Initial USA Purchase Price" shall each be zero.

  • The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Third Party Expenses set forth in the Estimated Closing Statement will be used for purposes of calculating the U.S. Cash Consideration at the U.S. Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.8).

  • Prior to the Closing, the Company and Parent shall discuss any objections of Parent to the Estimated Closing Balance Sheet and the Closing Working Capital Statement in good faith, it being understood that in the event of any disagreement, the Company’s determination of the Estimated Closing Working Capital and the Estimated Closing Working Capital Adjustment Amount shall be used for purposes of determining the Closing Merger Consideration payable at Closing.

  • Seller shall deliver its good faith estimate of the Estimated Closing Working Capital Adjustment Amount to Buyer no less than three Business Days prior to the expected Closing Date, including its components, together with reasonable supporting documentation.

  • The amount payable by Buyer to Seller at the Closing (such amount, the “Closing Payment Amount”) shall be equal to the sum of (i) the aggregate purchase price amount for Tangible Assets determined as provided in paragraph 1 of Schedule 2.01(a)(1) (the “Gross Purchase Price”), plus (ii) the Estimated Closing Working Capital Adjustment Amount, minus (iii) the LTD Settlement Amount as determined pursuant to Section 5.10(b).


More Definitions of Estimated Closing Working Capital Adjustment Amount

Estimated Closing Working Capital Adjustment Amount means if (a) Estimated Closing Working Capital is Within the Band Amount, $0; (b) Estimated Closing Working Capital is less than the Lower Band Amount, the amount (which shall be negative) equal to the Estimated Closing Working Capital minus the Lower Band Amount; and (c) Estimated Closing Working Capital is greater than the Upper Band Amount, the amount equal to Estimated Closing Working Capital minus the Upper Band Amount.
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Estimated Closing Working Capital Adjustment Amount means (i) if the Estimated Closing Working Capital is greater than the Closing Working Capital Target by more than $0 but less than or equal to Closing Working Capital Collar Amount, then the Estimated Closing Working Capital Adjustment Amount shall be deemed to equal $0 and if the Estimated Closing Working Capital is greater than the Closing Working Capital Target by more than the Closing Working Capital Collar Amount, then the Estimated Closing Working Capital Adjustment Amount shall be a positive amount deemed to equal such amount that is in excess of the Closing Working Capital Collar Amount, (ii) if the Estimated Closing Working Capital is less than the Closing Working Capital Target by more than $0 but less than or equal to the Closing Working Capital Collar Amount, then the Estimated Closing Working Capital Adjustment Amount shall be deemed to equal $0 and if the Estimated Closing Working Capital is less than the Closing Working Capital Target by more than the Closing Working Capital Collar Amount, then the Estimated Closing Working Capital Adjustment Amount shall be a negative amount deemed to equal the additive inverse of such amount that is in excess of the Closing Working Capital Collar Amount, or (iii) if the Estimated Closing Working Capital equals the Closing Working Capital Target, $0.
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Estimated Closing Working Capital Adjustment Amount is defined in Section 2.2(A)(2).
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Estimated Closing Working Capital Adjustment Amount. Schedule A, Section 1.2
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Estimated Closing Working Capital Adjustment Amount. Schedule A, Section 1.2 “Estimated Company Cash” Section 2.11(a) “Estimated Company Transaction Costs Adjustment Amount” Section 2.11(a)
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Estimated Closing Working Capital Adjustment Amount means if: (a) Estimated Closing Working Capital is Within the Band Amount, $0; (b) Estimated Closing Working Capital is less than the Lower Band Amount, the amount (which shall be negative) equal to: (i) the Estimated Closing Working Capital; minus (ii) Target Working Capital; and (c) Estimated Closing Working Capital is greater than the Upper Band Amount, the amount (which shall be positive) equal to: (i) Estimated Closing Working Capital; minus (ii) Target Working Capital.
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Estimated Closing Working Capital Adjustment Amount shall have the meaning set forth in Section 1.10(a) of this Agreement.
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