Estimated Working Capital Excess definition

Estimated Working Capital Excess means the amount by which the Estimated Working Capital exceeds $14,098,000; provided, that, if the Estimated Working Capital is within the Working Capital Collar, then the Estimated Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.

Estimated Working Capital Excess has the meaning set forth in Section 1.3(a).

Estimated Working Capital Excess means the amount by which the Estimated Working Capital exceeds the Working Capital Target.

Examples of Estimated Working Capital Excess in a sentence

• If there is an Estimated Working Capital Excess Amount, the amount shall be paid to Red Cat as additional Cash Consideration at the Closing.

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

• In the event the Estimated Closing Date Working Capital (1) exceeds the Working Capital Target (such excess, an “Estimated Working Capital Excess”) at the Closing, the Purchase Price shall be increased by the amount of such Estimated Working Capital Excess or (2) is less than the Working Capital Target (such deficit, an “Estimated Working Capital Shortfall”), at the Closing, the Purchase Price shall be decreased by the amount of such Estimated Working Capital Shortfall.

• The term “Purchase Price” means $15,000,000 plus or minus the Estimated Working Capital Excess or Estimated Working Capital Deficit, as the case may be, plus or minus the Spread, as paid in accordance with Section 1.4), and minus the Escrow Bonus Amount.

• If all disputed issues are resolved, the Estimated Excess Cash and the Estimated Working Capital as agreed upon by Purchaser and the Company shall be used, respectively, as the Estimated Excess Cash for purposes of the adjustment of the Purchase Price in accordance with Section 2.2 and to compute the Estimated Working Capital Deficit or the Estimated Working Capital Excess, as applicable.

More Definitions of Estimated Working Capital Excess

Estimated Working Capital Excess means Seller’s good faith estimate of the Working Capital Excess (if any) based on the Estimated Closing Working Capital.

Estimated Working Capital Excess means the excess, if any, of (i) the Estimated Working Capital, over (ii) Target Working Capital.

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

Estimated Working Capital Excess. If the Estimated Working Capital is less than the Target Working Capital, such deficit shall be called the “Estimated Working Capital Deficit.” Following delivery of the Estimated Closing Statement, Parent shall consult in good faith with Buyer regarding the amounts and calculations therein, provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, and consider in good faith any comments or modifications from Buyer with respect to such amounts and calculations; provided, that, for the avoidance of doubt, the Estimated Closing Statement as referred to in this Agreement shall refer to the statement delivered pursuant to this Section 2.04 as modified to reflect such comments or modifications from Buyer accepted by Parent (acting in good faith).

Estimated Working Capital Excess has the meaning set forth in Section 2.8(b).

Estimated Working Capital Excess means the amount (if any) by which the Estimated Working Capital is more than the Working Capital Target;

Estimated Working Capital Excess. Amount”) or the Working Capital Deficiency Amount (the “Estimated Working Capital Deficiency Amount”), as the case may be. To the extent that the Estimated Net Working Capital results in an Estimated Working Capital Excess Amount, the Purchase Price to be paid at Closing will be increased on a dollar-for-dollar basis by the amount of such Working Capital Excess Amount. 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. The Purchase Price as calculated pursuant to this Section 3.1 is referred to as the “Estimated Purchase Price”.