Estimated Net Working Capital Surplus definition

Estimated Net Working Capital Surplus means the amount, if any, by which the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, exceeds the Company Net Working Capital Target.

Estimated Net Working Capital Surplus means the amount, if any, by which the NWC Purchase Price Component is less than the Estimated Net Working Capital Amount as set forth on the Estimated Closing Statement.

Estimated Net Working Capital Surplus means the amount by which the Estimated Net Working Capital is greater than the Net Working Capital Target.

Examples of Estimated Net Working Capital Surplus in a sentence

• Parent has prepared in good faith and delivered to Purchaser a statement (the “Estimated Statement”) setting forth the (A) the Estimated Cash and Cash Equivalents, (B) the Estimated Closing Indebtedness, (C) the Estimated Net Working Capital Amount, and (D) the Estimated Net Working Capital Deficit, if any, or the Estimated Net Working Capital Surplus, if any.

• The cash portion of the Purchase Price payable at the closing shall be increased or decreased, as the case may be, by the Estimated Net Working Capital Surplus or Estimated Net Working Capital Deficit as calculated by Seller.

• Negative Adjustment”: The excess, if any, of (A) Estimated Closing Cash over Final Closing Cash, (B) Final Closing Indebtedness over Estimated Closing Indebtedness, (C) Estimated Net Working Capital Surplus over Final Net Working Capital Surplus, and (D) Final Working Capital Shortfall over Estimated Net Working Capital Shortfall.

• Positive Adjustment”: The excess, if any, of (A) Final Closing Cash over Estimated Closing Cash, (B) Estimated Closing Indebtedness over Final Closing Indebtedness, (D) Final Net Working Capital Surplus over Estimated Net Working Capital Surplus, and (E) Estimated Net Working Capital Shortfall over Final Working Capital Shortfall.

• If there is an Estimated Net Working Capital Surplus, then the Aggregate Consideration shall be adjusted upward by an amount equal to the absolute value of the amount of such difference (the “Closing Positive Adjustment”).

More Definitions of Estimated Net Working Capital Surplus

Estimated Net Working Capital Surplus has the meaning set forth in Section 2.04(a).

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

Estimated Net Working Capital Surplus means the amount by which the Estimated Closing Net Working Capital is greater than the sum of (i) the Net Working Capital Target, plus (ii) the Surplus 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 Surplus Collar Amount, the Estimated Net Working Capital Surplus shall be deemed to be $0. By way of illustration, if the Estimated Closing Net Working Capital is $17,470,000.00, the Estimated Net Working Capital Surplus is $1,270,000.00.

Estimated Net Working Capital Surplus means the amount, if any, by which (x) the Estimated Net Working Capital is greater than (y) the Target Net Working Capital Amount plus $250,000.

Estimated Net Working Capital Surplus means the Net Working Capital Surplus, if any, estimated by Parent and set forth on the Estimated Statement.

Estimated Net Working Capital Surplus means the amount, if any, by which the Estimated Closing Net Working Capital (as set forth on the Closing Date Financial Certificate) is greater than the Target Net Working Capital.

Estimated Net Working Capital Surplus means the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Baseline Net Working Capital.