Estimated Net Working Capital Statement definition

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

Estimated Net Working Capital Statement has the meaning given to it in Section 1.16(a).

Estimated Net Working Capital Statement means an estimated unaudited statement of Net Working Capital at the close of business on the Closing Date, prepared in accordance with GAAP.

Examples of Estimated Net Working Capital Statement in a sentence

• The Estimated Net Working Capital Statement, the Estimated Net Working Capital calculation and the Closing Amount calculation shall be subject to review by the Buyer prior to the Closing.

• The Estimated Net Working Capital Statement will (i) include reasonable supporting documentation for the estimates and calculations contained therein (together with any additional information reasonably requested by the Purchasers) and (ii) be prepared by Sellers in good faith and in accordance with the Seller Accounting Policies on a basis consistent with that used in the preparation of the Financial Statements.

• Seller represents to Buyer that the Estimated Net Working Capital Statement and the calculations thereunder were prepared and calculated by Seller in good faith.

• To the extent that the Estimated Net Working Capital Amount set forth on the Estimated Net Working Capital Statement exceeds negative $4,675,000 (the “Target Net Working Capital Amount”), the purchase price payable at the Closing set forth in Section 1.2 will be increased on a dollar-for-dollar basis by the amount of the excess.

• The Final Net Working Capital Statement shall be prepared in accordance with GAAP applied in a manner consistent with the preparation of the Financial Statements and the Estimated Net Working Capital Statement and the specific policies set forth in Section 1.3(e).

More Definitions of Estimated Net Working Capital Statement

Estimated Net Working Capital Statement shall have the meaning set forth in Section 1.8(a).

Estimated Net Working Capital Statement means a written statement prepared by Seller, executed by an executive officer of Seller, and dated as of the Closing Date, in the form provided by Buyer to Seller prior to the Closing Date, and reasonably acceptable to Buyer: (a) stating Seller’s good faith estimate, as of immediately prior to the Closing Effective Time, of the Estimated Net Working Capital Amount; and (b) illustrating the calculation of the Estimated Net Working Capital Amount, including: (i) the amount of each line item component of the consolidated total current assets of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); (ii) the amount of each line item component of the consolidated total current liabilities of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); and (iii) the Estimated Net Working Capital Adjustment Amount.

Estimated Net Working Capital Statement means the statement in the form set out in Schedule 7, setting out details and calculation of the Estimated Net Working Capital Amount and the Estimated Net Working Capital Difference, if any;

Estimated Net Working Capital Statement setting forth each Acquired Company’s calculation of the estimated Net Working Capital of such Acquired Company as of the close of business on the day immediately preceding the Effective Date and the aggregate amount of such calculations (the “Estimated Effective Date Net Working Capital”) calculated, in each case, in good faith and in accordance with GAAP using the same methodologies, procedures and principles set forth on Exhibit B.

Estimated Net Working Capital Statement is defined in Section 1.21(a)(i). [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Estimated Net Working Capital Statement setting forth in reasonable detail Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), which statement shall set forth in reasonable detail the basis for the estimate. The Estimated Net Working Capital Statement shall be prepared on a basis consistent with the preparation of, and shall be substantially identical in form to, the Example Net Working Capital Statement. The Closing Payment shall be increased to the extent the Estimated Net Working Capital exceeds the Net Working Capital Target or reduced to the extent Net Working Capital Target exceeds the Estimated Net Working Capital (the “Net Working Capital Adjustment”); provided, that no adjustment shall be made if the difference between Estimated Net Working Capital and the Net Working Capital Target does not exceed $50,000 (the “Working Capital Cushion”).

Estimated Net Working Capital Statement setting forth Seller’s good faith estimation of the Net Working Capital of Seller (the “Estimated Net Working Capital”) as of the Closing Date, along with Seller’s calculations of the Estimated Net Working Capital. The Estimated Net Working Capital Statement shall be prepared on a basis consistent with the preparation of, and shall be substantially identical to the form of, the Net Working Capital Target Statement. The Closing Payment shall be increased to the extent of any excess of the Estimated Net Working Capital above the Net Working Capital Target or reduced to the extent any excess of the Net Working Capital Target above the Estimated Net Working Capital (the “Net Working Capital Adjustment Amount”), in accordance with Section 2.7(b).