Estimated Working Capital Certificate definition

Estimated Working Capital Certificate shall have the meaning set forth in Section 2.6(d).
Sample 1
Estimated Working Capital Certificate means a certificate of the chief financial officer of the Corporation setting forth the Estimated Working Capital, including reasonable detail with respect to the calculation thereof.
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Examples of Estimated Working Capital Certificate in a sentence

  • For purposes of the Buyer’s preparation of the Closing Statement, the Seller shall make available or provide reasonable access to the Buyer and its Representatives, upon advance notice and during normal business hours, all information, books, records, data and working papers created or used in connection with the preparation of the Estimated Working Capital Certificate, to the extent not in the possession of the Company or the Buyer.

  • SCT will cause to be prepared and delivered to Purchaser a balance sheet for the Business, as of the Closing Date (the "Estimated Balance Sheet") and a certificate based on such Estimated Balance Sheet setting forth its estimate of Working Capital, Current Assets and Current Liabilities as of such date (the "Estimated Working Capital Certificate").

  • For purposes of the Closing, but without prejudice to any party's rights under this Section 4.2(a), Net Working Capital -------------- and the Working Capital Adjustment (as defined below) shall be calculated in accordance with the data set forth in the Estimated Working Capital Certificate.

  • For purposes of the Closing, but without prejudice to any party's rights under this Section 4.2(a), Net Working Capital and the Working Capital Adjustment (as defined below) shall be calculated in accordance with the data set forth in the Estimated Working Capital Certificate.

  • An authorized officer of Seller and Company shall have delivered to Purchaser the Estimated Working Capital Certificate, in form and substance satisfactory to Purchaser (the “Estimated Working Capital Certificate”).

  • If Parent disputes the Estimated Working Capital (or any portion thereof) prior to the Closing Date, then Parent and Seller will negotiate in good faith to resolve any such dispute at or prior to the Closing Date and shall agree in writing upon the resolution thereof, which shall be reflected in a final Estimated Working Capital Certificate delivered at Closing.

  • The Estimated Working Capital Certificate shall be used to make a preliminary adjustment to the Cash Merger Consideration on the Closing Date pursuant to Section 2.13(b), subject to further adjustment in accordance with Section 2.13(e).

  • Target shall have delivered to Acquiror the Estimated Working Capital Certificate and the Estimated Working Capital Balance Sheet.

  • If Parent fails to deliver the Post-Closing Adjustment Notice within 90 days after the Closing Date, Parent shall be deemed to have agreed to the calculations in the Estimated Working Capital Certificate.

  • At least two (2) but no more than five (5) Business Days prior to the Closing, the Seller shall deliver to Purchaser a certificate, executed by the Chief Financial Officer (or comparable official) of the Seller ("Estimated Working Capital Certificate"), setting forth the Seller's best estimate of the Working Capital as of the close of business of the Business Day immediately preceding the Closing (the "Working Capital Estimate").

Related to Estimated Working Capital Certificate

  • Estimated 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;

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • 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.

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

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • 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.

  • 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.

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

  • 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.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • 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.

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

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

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

  • Working Capital Escrow Amount means $2,000,000.

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

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

  • Working Capital Units shall have the meaning given in the Recitals hereto.