Estimated Total Working Capital definition

Estimated Total Working Capital means the Estimated Total Assets minus the Estimated Total Liabilities;
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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.
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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;
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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.

  • If the Adjusted Estimated Total Working Capital for any Hotel is less than $0, Purchaser shall fund the amount of such Adjusted Estimated Total Working Capital deficit at Closing and shall also fund the applicable Initial Required Working Capital for such Hotel.

  • Adjusted Estimated Total Working Capital shall mean, for each Hotel, the amount equal to (i) the Estimated Total Working Capital for such Hotel, minus (ii) the value of the Miscellaneous Operating Supplies included in the calculation of the Estimated Total Working Capital for such Hotel.

  • If the Adjusted Estimated Total Working Capital for any Hotel is less than $0 and the Initial Required Working Capital for such Hotel is less than $0, Purchaser shall fund the amount equal to the difference between the negative Adjusted Estimated Total Working Capital and the negative Initial Required Working Capital at Closing.

  • 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).

  • 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 3.2(b).

  • Adjusted Working Capital shall mean, for each Hotel, the difference, if any, by which (i) the Adjusted Estimated Total Working Capital for such Hotel is less than (ii) the Initial Required Working Capital for such Hotel.

  • Adjusted Working Capital shall mean, for each Hotel, the amounts, if any, by which (i) the Adjusted Estimated Total Working Capital for such Hotel, is less than (ii) the Initial Required Working Capital for such Hotel.

  • 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(b).

  • If the Adjusted Estimated Total Working Capital for any Hotel is less than $0 and the Initial Required Working Capital for such Hotel is less than $0, and if the Adjusted Estimated Total Working Capital is more negative than the Initial Required Working Capital, Purchaser shall fund the amount equal to the difference between the negative Adjusted Estimated Total Working Capital and the Negative Initial Required Working Capital at Closing.


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...
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Related to Estimated Total Working Capital

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

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

  • 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;

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

  • 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.

  • 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.

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

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

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

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

  • 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.

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

  • Target Working Capital means $0.

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.

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

  • Base Working Capital means $25,000,000.

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

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

  • 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).

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

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

  • 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.

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