Estimated Closing Working Capital Surplus definition

Estimated Closing Working Capital Surplus means the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital.
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Estimated Closing Working Capital Surplus has the meaning set forth in Section 1.10(b).
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Estimated Closing Working Capital Surplus means the amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital. “Estimated Company Transaction Expenses” has the meaning set forth in Section 2.05(a).
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Examples of Estimated Closing Working Capital Surplus in a sentence

  • At the Closing, Buyer shall pay to Seller the amount in cash calculated as follows (the “Closing Date Payment”): (i) Base Price, plus (ii) Estimated Closing Working Capital Surplus (if any), plus (iii) Estimated Closing Cash, minus (iv) Estimated Indebtedness, minus (v) Estimated Seller Transaction Expenses, minus (vi) Estimated Closing Working Capital Deficiency (if any).

  • The Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Closing Working Capital Surplus or Estimated Closing Working Capital Deficiency (as applicable), as so agreed will be utilized for the cash payment made at the Closing as contemplated by Section 1.10(c).

  • The portion of the Purchase Price to be paid at the Initial Closing shall be calculated as follows: (A) Three Billion Four Hundred Fifty Million Dollars ($3,450,000,000), plus (B) an amount equal to the Estimated Closing Cash, plus or minus, as applicable, (C) the Estimated Closing Working Capital Surplus or the Estimated Closing Working Capital Deficiency, if any, payable in cash (the “Closing Purchase Price Payment”).


More Definitions of Estimated Closing Working Capital Surplus

Estimated Closing Working Capital Surplus has the meaning set forth in Section 1.6(h)(i).
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Related to Estimated Closing Working Capital Surplus

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.

  • 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;

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Target Working Capital Amount means $75,000,000.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • 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.

  • Consolidated Working Capital Adjustment means, for any period of determination 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.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Target Net Working Capital Amount means $5,000,000.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Working Capital Escrow Amount means $2,000,000.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).