Estimated Working Capital Certificate definition

Estimated Working Capital Certificate shall have the meaning set forth in Section 4.2(a).

Estimated Working Capital Certificate shall have the meaning set forth in Section 2.6(d).

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.

Examples of Estimated Working Capital Certificate in a sentence

• If the Working Capital as shown on the Estimated Working Capital Certificate is greater than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be increased by the amount of the excess.

• SCT shall deliver the Estimated Balance Sheet and the Estimated Working Capital Certificate to Purchaser at least five (5) Business Days prior to the Closing Date.

• If the Working Capital as shown on the Estimated Working Capital Certificate is less than the Working Capital Target, the cash portion of the Purchase Price paid by Purchaser to the Sellers on the Closing Date shall be reduced by the amount of the deficiency.

• Purchaser may review such statement and certificate and make comments thereon; however, the Estimated Balance Sheet and the Estimated Working Capital Certificate as prepared by SCT shall be final and binding upon the Parties for the purpose of determining the Purchase Price to be paid on the Closing Date.

• 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").

• The Estimated Working Capital Certificate shall state that it has been prepared in accordance with this Section 2.3(b).

• 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").

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

• 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).