Estimated Total Working Capital means the Estimated Total Assets minus the Estimated Total Liabilities;
Estimated Total Working Capital shall be the sum of such estimates of Hotel Working Capital and the Seller Working Capital. The parties shall cooperate in good faith to prepare the Estimated Total Working Capital. In the event of any good faith disagreement between the parties as to any item included in or omitted from, or the treatment or amount thereof, the computation of the Estimated Total Working Capital, the parties shall endeavor to resolve the matter (including providing such supplemental information and supplying documentation as reasonably requested by the other party). If a disagreement as to any item is not resolved before the Closing, such item shall be reflected in the Estimated Total Working Capital in an amount equal to the simple average of the impact on Estimated Total Working Capital of each party’s respective position thereon.
Estimated Total Working Capital means the Estimated Total Assets minus the Estimated Total Liabilities; “Existing Facilities” means the facilities provided pursuant to the Common Terms Agreement;
Examples of Estimated Total Working Capital in a sentence
At Closing, the Unadjusted Purchase Price shall be: (i) increased (or decreased) by the amount by which the Estimated Total Working Capital applicable to the Hotels is more (or less) than $0; (ii) increased (or decreased) by the amount by which the Estimated North American Capex applicable to the Hotels is more (or less) than the Target North American Capex Amount as set forth on Schedule 3.3(a); and (iii) increased by the amount of the Estimated PIP Expenditures.
Marriott and Purchaser shall recalculate the Estimated Total Working Capital, utilizing the definition of Working Capital set forth in this Agreement for all purposes and calculations contemplated in this Section 3.3(a).
More Definitions of Estimated Total Working Capital
Estimated Total Working Capital means the Estimated Total Assets minus the Estimated Total Liabilities; “Existing Facilities” means the facilities provided pursuant to the Common Terms Agreement; “Existing Finance Parties” means each “Finance Party” as defined in the Common Terms Agreement; “Financial Debt” means all borrowings and other indebtedness by way of overdraft, acceptance credit or similar facilities, loan stocks, bonds, debentures, notes, debt or inventory financing, finance leases or sale and lease back arrangements or any other arrangements the purpose of which is to borrow money, together with forex, interest rate or other swaps, hedging obligations, bills of exchange, recourse obligations on factored debts and obligations under other derivative instruments; “Fundamental Warranties” means those Seller’s Warranties set out in paragraphs 1, 2 and 22 of Schedule 2 (Seller’s Warranties); “Fundamental Warranty Claim” means any claim for breach of a Fundamental Warranty; “Governmental Authority” means any supranational, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other 4 authority thereof) or any other supranational, governmental, intergovernmental, body, department or organisation, including the European Union, or any regulatory body appointed by any of the foregoing, in each case, in any jurisdiction; “Group” means the Group Companies, taken as a whole; “Group Companies” means the Company, the Direct Subsidiary, the Holding Companies and the Project Companies and “Group Company” means any one of them; “Guaranteed Obligations” has the meaning given to it in Clause 13.1; “Holding Companies” means the companies listed in Part C of Schedule 1 (Group Details); “IASB” means the International Accounting Standards Board; “IFRS” means the body of pronouncements issued by the IASB, as adopted for use in the European Union further to the IASB regulation (EC 1606 / 2002), including International Financial Reporting Standards and interpretations approved by the IASB and International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee; “Income” has the meaning given to it in Clause 12.3; “Indemnification Agreement” means the indemnification agreement in the form set out in Schedule 9 to be entered into between the Indemnifying Parties (as defined therein) and the Purchaser on the date hereof; “Independent Inventory Repo...