Estimated Working Capital Increase definition

Estimated Working Capital Increase means the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Net Working Capital.
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Estimated Working Capital Increase means the amount, if any, by which the Estimated Working Capital Amount exceeds zero.
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Estimated Working Capital Increase means Seller’s good faith estimate of the amount, if any, by which Estimated Working Capital set forth on the Estimated Closing Statement exceeds Estimated Target Working Capital.
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Examples of Estimated Working Capital Increase 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.

  • 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 Bxxxx shall pay the Closing Payment.

  • 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 rightspursuant 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.

  • 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").

  • 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.

  • 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.


More Definitions of Estimated Working Capital Increase

Estimated Working Capital Increase means, in the event that the Estimated Working Capital is greater than the Working Capital Ceiling, an amount equal to (i) the Estimated Working Capital minus (ii) the Working Capital Target.
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Related to Estimated Working Capital Increase

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

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(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;

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

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

  • 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.

  • 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.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

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

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

  • 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.

  • 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.

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

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

  • 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).

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

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

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

  • Target Net Working Capital Amount means $5,000,000.

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

  • 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.

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

  • Target Working Capital means $0.

  • Final Working Capital has the meaning set forth in Section 2.04(b).