Estimated Net Working Capital Overage definition

Estimated Net Working Capital Overage means the amount, if any, by which the Estimated Net Working Capital is greater than the applicable Target Net Working Capital.
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Estimated Net Working Capital Overage shall exist when (and shall be equal to the amount by which) the Net Working Capital Estimate exceeds the Net Working Capital Target. An “Estimated Net Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Net Working Capital Target exceeds the Net Working Capital Estimate.
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Estimated Net Working Capital Overage means the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital.
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Examples of Estimated Net Working Capital Overage in a sentence

  • Prior to three Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.

  • At the Closing, the Purchase Price will be (a) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (as applicable), (b) increased by up to $15,000,000 (or such other amount as the parties shall agree) of Estimated Closing Cash, (c) decreased by the Estimated Company Transaction Expenses and (d) decreased by the Estimated Company Debt (such adjusted amount, the “Adjusted Purchase Price”).

  • At least three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.

  • At the Closing, the Purchase Price will be (i) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (ii) increased by the Estimated Closing Cash and (iii) decreased by the amount required at Closing to discharge in full the Company Debt and the amount required at Closing to discharge in full the Company Transaction Expenses (including Company Transaction Expenses payable following the Closing).

  • 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.


More Definitions of Estimated Net Working Capital Overage

Estimated Net Working Capital Overage as defined in Section 2.8.
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Related to Estimated Net Working Capital Overage

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

  • 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.

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

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

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

  • 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;

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

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

  • 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).

  • 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.

  • Net Working Capital Target means $0.00.

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

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

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

  • Target Working Capital means $0.

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

  • Target Net Working Capital means $0.

  • 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.

  • 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.

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

  • Working Capital Advance has the meaning specified in Section 2.01(a).