Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Earn-Out Statement has the meaning set forth in Section 2.5(c).
Estimated Net Working Capital has the meaning set forth in Section 2.3(a).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Estimated Cash has the meaning set forth in Section 2.4(a).
Consolidated Working Capital Adjustment means, for any period 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.
Post-Closing Statement has the meaning set forth in Section 2.7(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 Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).