Estimated Working Capital Decrease definition

Estimated Working Capital Decrease means the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Date Net Working Capital.

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Estimated Working Capital Decrease means the amount, if any, by which the Estimated Closing Date Net Working Capital is less than the Target Net Working Capital.

Estimated Working Capital Decrease means the amount, if any, by which Target Net Working Capital exceeds the Estimated Closing Net Working Capital; provided, however, that such amount shall be $0 if the Estimated Closing Net Working Capital is equal to the upper or lower limit of the Target Net Working Capital Range or falls within the Target Net Working Capital Range.

Examples of Estimated Working Capital Decrease in a sentence

The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price.
At the Closing, if there is an Estimated Working Capital Increase, then the Purchase Price shall be increased by the amount of such excess, or if there is an Estimated Working Capital Decrease, then the Purchase Price shall be decreased by the amount of such deficiency.
In the event the Buyer and the Representative are unable to agree on the Estimated Working Capital Increase or the Estimated Working Capital Decrease, as the case may be, or the Estimated Cash or the Estimated Indebtedness as provided in Sections 2.2(a)(i) through (iii), each such estimate in dispute shall be the average of the good faith estimate of the Buyer and the good faith estimate of the Representative for such Section 2.2(a)(i), (ii) and/or (iii) as the case may be.
The Estimated Closing Statement shall include (a) the amount to be paid by Buyer to Seller (for the benefit of the Seller Parties) at Closing (the “Closing Payment”), which shall be equal to the sum of the following: (i) the Base Purchase Price, plus (ii) the Estimated Working Capital Increase (if any), minus (iii) the Estimated Working Capital Decrease (if any), plus (iv) the Estimated Cash, minus (v) the Estimated Indebtedness and (b) the account or accounts to which B▇▇▇▇ shall pay the Closing Payment.
On or before the Closing Date, the Buyer and the Representative shall jointly in good faith estimate the amount by which Closing Working Capital exceeds Target Working Capital (such excess is referred to herein as an "Estimated Working Capital Increase") or the amount by which Closing Working Capital is less than Target Working Capital (such deficiency is referred to herein as an "Estimated Working Capital Decrease").

More Definitions of Estimated Working Capital Decrease

Estimated Working Capital Decrease means, in the event that the Estimated Net Working Capital is less than the Net Working Capital Lower Collar Amount, an amount equal to (i) Net Working Capital Lower Collar Amount minus (ii) the Estimated Net Working Capital.

Estimated Working Capital Decrease means, in the event that the Estimated Working Capital is less than the Working Capital Floor, an amount equal to (i) the Working Capital Target minus (ii) the Estimated Working Capital.

Estimated Working Capital Decrease means Seller’s good faith estimate of the amount, if any, by which Estimated Target Working Capital exceeds Estimated Working Capital set forth on the Estimated Closing Statement.