Estimated Net Working Capital Deficiency definition

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

Estimated Net Working Capital Deficiency means the absolute value of the amount, if any, by which (x) the Estimated Net Working Capital, is less than (y) the Target Net Working Capital Amount minus $250,000.

Estimated Net Working Capital Deficiency means the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital.

Examples of Estimated Net Working Capital Deficiency in a sentence

• If the Estimated Net Working Capital is a negative amount (the "Estimated Net Working Capital Deficiency Amount"), the Cash Amount shall be increased by the Estimated Net Working Capital Deficiency Amount.

• The amount payable by Buyer to Sellers at the Closing shall be an amount (the “Closing Date Payment Amount”) in Dollars equal to (i) the Base Closing Cash Amount plus (ii) the Estimated Net Working Capital Excess Amount, if any, minus (iii) the Estimated Net Working Capital Deficiency Amount, if any, minus (iv) the Estimated Transaction Expenses minus (v) the Estimated Closing Date Indebtedness.

• To the extent the Estimated Net Working Capital is less than the Target Net Working Capital Amount (such difference being herein referred to as the “Estimated Net Working Capital Deficiency Amount”), the Base Amount shall be reduced by the amount of the Estimated Net Working Capital Deficiency Amount.

• At least five calendar days prior to the Closing, the Company will deliver to Purchaser a statement (the “Estimated Adjustment Statement”) setting forth the Company’s estimate of Cash, Indebtedness, unpaid Transaction Expenses and Net Working Capital as of the Closing Date, in each case prepared in accordance with the Calculation Principles, and the resulting calculation of the Estimated Net Working Capital Overage, if any, and the Estimated Net Working Capital Deficiency, if any.

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

More Definitions of Estimated Net Working Capital Deficiency

Estimated Net Working Capital Deficiency means the amount, expressed as a negative number, by which the Estimated Closing Net Working Capital is less than the amount comprised of (i) the Net Working Capital Target, less (ii) the Deficiency Collar Amount; provided that if the difference between the Estimated Closing Net Working Capital and the Net Working Capital Target is less than or equal to the Deficiency Collar Amount, the Estimated Net Working Capital Deficiency shall be deemed to be $0. By way of illustration, if the Estimated Closing Net Working Capital is $13,180,000.00, the Estimated Net Working Capital Deficiency is negative $20,000.00.

Estimated Net Working Capital Deficiency means the amount, if any, by which Estimated Net Working Capital is less than Target Net Working Capital.

Estimated Net Working Capital Deficiency means the amount, if any, by which Target Net Working Capital exceeds Estimated Net Working Capital.

Estimated Net Working Capital Deficiency means the Company's good faith estimate of the Net Working Capital Deficiency as of the Closing Date as set forth on a certificate signed by an officer of the Company

Estimated Net Working Capital Deficiency means the Company's good faith estimate of the Net Working Capital Deficiency as of the Closing Date as set forth on a certificate signed by an officer of the Company delivered to the Parent at least two business days prior to the Closing Date.

Estimated Net Working Capital Deficiency means the amount, expressed as a negative number, by which the Estimated Closing Net Working Capital is less than the amount comprised of (i) the Net Working Capital Target, less (ii) the Deficiency Collar Amount; provided that if the difference between the Estimated Closing Net Working Capital and the Net Working Capital Target is less than or equal to the Deficiency Collar Amount, the Estimated Net Working Capital Deficiency shall be deemed to be $0. By way of illustration, if the Estimated Closing Net Working Capital is $13,180,000.00, the Estimated Net Working Capital Deficiency is negative $20,000.00. - 10 -

Estimated Net Working Capital Deficiency means the amount, if any, but which the Estimated Net Working Capital is less than the Target Net Working Capital.