Estimated Working Capital Deficiency definition

Estimated Working Capital Deficiency has the meaning set forth in Section 2.6(a).

Estimated Working Capital Deficiency means the extent to which the Target Working Capital exceeds the Estimated Closing Date Working Capital.

Estimated Working Capital Deficiency means the amount, if any, by which the Estimated Working Capital is less than the Target Working Capital Amount.

Examples of Estimated Working Capital Deficiency in a sentence

• To the extent the Estimated Net Working Capital results in an Estimated Working Capital Deficiency Amount, the Purchase Price to be paid at Closing will be decreased on a dollar-for-dollar basis by the amount of such Working Capital Deficiency Amount.

• If there is an Estimated Working Capital Deficiency Amount, the amount shall first be credited to the Unusual Note amount and any additional amount applied as a reduction in the Cash Consideration.

• Exhibit A sets out the Sellers’ and the Buyer’s good faith estimates of (i) the Estimated Company Transaction Expenses, (ii) the Estimated Working Capital Deficiency, if any, (iii) the Estimated Working Capital Surplus, if any, (iv) the Estimated Indebtedness, (v) the Estimated Closing Cash, and (v) the Closing Net Purchase Price, in each case as of the Adjustment Time and, if applicable, determined in accordance with the Accounting Principles.

• In the event that the Estimated Working Capital is less than the Target Working Capital (such deficiency, the "Estimated Working Capital Deficiency"), the amount of the Unadjusted Consideration shall be reduced by the amount of such Estimated Working Capital Deficiency.

• For the avoidance of doubt, only the categories and line items set forth on Exhibit C shall be taken into account in calculating the Estimated Working Capital Surplus or Estimated Working Capital Deficiency, notwithstanding that GAAP may require additional categories of current liabilities or current assets to be included in a GAAP presentation of Working Capital.

More Definitions of Estimated Working Capital Deficiency

Estimated Working Capital Deficiency means the absolute value of the amount, if any, by which (i) the Estimated Working Capital, is less than (ii) the Target Working Capital Amount.

Estimated Working Capital Deficiency means the estimated Working Capital Deficiency of the Company as of immediately prior to the Closing (determined in accordance with Exhibit A attached hereto), as set forth on the Closing Certificate delivered to the Buyer pursuant to Section 2.5.

Estimated Working Capital Deficiency means the difference between the Target Working Capital and the Estimated Working Capital, if the latter is a smaller amount than the former.

Estimated Working Capital Deficiency means the amount (if any) by which the Target Working Capital Amount is greater than the Estimated Working Capital.

Estimated Working Capital Deficiency means the estimated Working Capital Deficiency of the Companies as of the Adjustment Time (determined in accordance with Exhibit A and the Accounting Principles), as set forth in Exhibit A.

Estimated Working Capital Deficiency. Section 2.8(b)(iii)

Estimated Working Capital Deficiency shall have the meaning set forth in Section 1.8(a).