Estimated Net Working Capital Excess definition

Estimated Net Working Capital Excess means the amount of the excess of Estimated Net Working Capital over the Net Working Capital Target, if any.
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Estimated Net Working Capital Excess has the meaning set forth in Section 2.3(a).
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Estimated Net Working Capital Excess has the meaning set forth in Section 1.11(a).
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Examples of Estimated Net Working Capital Excess in a sentence

  • If the Estimated Net Working Capital is greater than the Assumed Net Working Capital (the amount by which the Estimated Net Working Capital exceeds the Assumed Net Working Capital being referred to herein as the “Estimated Net Working Capital Excess”), then the Base Purchase Price shall be increased pursuant to Section 1.2 by an amount equal to the Estimated Net Working Capital Excess.

  • In full payment for the Shares and in consideration of Seller’s covenants and agreements in this Agreement and the Ancillary Documents, Buyer shall pay or cause to be paid at the Closing (the “Closing Payment”), in the manner described in Section 2.03: (i) (A) the Closing Cash Amount plus (B) the Estimated Net Working Capital Excess, if any, minus (C) the Estimated Net Working Capital Deficit, if any and (ii) the Rollover Amount, in the form of the Rollover Stock.

  • The Estimated Closing Statement will include reasonable detail showing CH Seller’s calculation of (i) Estimated Net Working Capital (and any Estimated Net Working Capital Shortfall or Estimated Net Working Capital Excess, as applicable), (ii) Estimated Company Cash, (iii) Estimated Transaction Expenses, and (iv) Estimated Company Indebtedness.

  • Purchaser covenants and agrees that it shall have sufficient funds to enable it to pay the Initial Purchase Price in full at Closing (without regard to any Estimated Net Working Capital Excess).

  • 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 any Estimated Net Working Capital Excess is not paid by the Purchaser at the Closing, such amount shall be paid by the Purchaser by wire transfer of immediately available funds within fifteen (15) Business Days following the Closing Date.

  • For the avoidance of doubt, Purchaser’s obligation to pay the amount of any Estimated Net Working Capital Excess to NIS pursuant to Section 2.2 is independent of any obligation of either Party to make any payment required pursuant to this Section 2.3(g), and the Parties may mutually agree to net (or aggregate) any payments required to be made to each other under such Sections as may be convenient and appropriate under the circumstances.


More Definitions of Estimated Net Working Capital Excess

Estimated Net Working Capital Excess means the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is greater than the Target Net Working Capital. “Estimated Net Working Capital Shortfall” means the absolute value of the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Target Net Working Capital. “Estimated Purchase Price” has the meaning set forth in Section 2.4(a) “Estimated Transaction Expenses” means the Sellers’ good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Agent” means Computershare Limited.
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Estimated Net Working Capital Excess. Section 1.4.3
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Estimated Net Working Capital Excess shall have the meaning ascribed to such term in Section 2.6(a) hereof.
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Related to Estimated Net Working Capital Excess

  • 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.

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

  • 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 Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • 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.

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

  • Target Net Working Capital means $0.

  • 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.

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

  • Net Working Capital Target means $0.00.

  • 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;

  • Target Working Capital means $0.

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

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

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

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

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

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

  • 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.

  • 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).

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

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

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

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