Estimated Excess Working Capital definition

Estimated Excess Working Capital is defined in Section 2.9(e).
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Estimated Excess Working Capital means, in relation to each of the Core Wind Group or the 3 Italia Group in respect of the 3 Italia Estimated Working Capital or the Wind Estimated Working Capital (as applicable), the amount (if any) by which the 3 Italia Estimated Working Capital or Wind Estimated Working Capital (as applicable) exceeds the corresponding 3 Italia Target Working Capital or the Wind Target Working Capital (as applicable);
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Estimated Excess Working Capital means, in relation to each of the Core Wind Group or the 3 Italia Group in respect of the 3 Italia Estimated Working Capital or the Wind Estimated Working Capital (as applicable), the amount (if any) by which the 3 Italia Estimated Working Capital or Wind Estimated Working Capital (as applicable) exceeds the corresponding 3 Italia Target Working Capital or the Wind Target Working Capital (as applicable); EU Merger Regulation means Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings; Event includes (without limitation) the winding up or dissolution of any person, and any act, transaction or omission whatsoever and any reference to any event occurring on or before a particular date shall include events which for that purpose are deemed to have, or are treated or regarded as having, occurred on or before that date; Exchange Rate means with respect to a particular currency for a particular day the spot rate of exchange (the closing midpoint) for that currency into euro on such date as published in the London edition of the Financial Times first published thereafter or, where no such rate is published in respect of that currency for such date, at the rate quoted by National Westminster Bank Plc as at the close of business in London as at such date; Excluded Transaction Tax means (a) [*]; (b) [*]; and (c) [*]; Executives means the 3 Italia Executives and the Wind Executive; Existing HET Loan means the debt in the principal amount of approximately EUR 5.1 billion owed or such other amount as notified by HET to VIP, immediately before Completion, by H3G II to HET; [*] Material omitted and furnished separately to the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Examples of Estimated Excess Working Capital in a sentence

  • For purposes of the Closing, the Estimated Deficit Net Working Capital Payment or the Estimated Excess Working Capital Payment, as the case may be, shall be based on the Net Working Capital Certificate.


More Definitions of Estimated Excess Working Capital

Estimated Excess Working Capital. ​ means the amount of any Excess Working Capital (if applicable) as estimated by the Seller in good faith;
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Related to Estimated Excess Working Capital

  • 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;

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

  • 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 has the meaning set forth in Section 2.3(a).

  • 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.

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

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

  • 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 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.

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

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

  • Actual Working Capital has the meaning set forth in Section 2.7(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.

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

  • Final Working Capital has the meaning set forth in Section 2.04(b).

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

  • 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.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Target Working Capital means $0.

  • Base Working Capital means $25,000,000.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • 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 means $0.

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