Examples of Estimated Working Capital Overage in a sentence
At least five days prior to the Closing Date, Seller shall deliver to Buyer (a) a good faith estimate (the "Working Capital Estimate") of (i) the Closing Working Capital and (ii) any Estimated Working Capital Overage or Estimated Working Capital Underage and (b) a good faith estimate (the "Estimated Carryforward Payment") of the Carryforward Payment.
Prior to the Closing Date, the Seller shall deliver to the Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the transactions contemplated by this Agreement and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Working Capital Overage or Estimated Working Capital Underage.
The term “Estimated Closing Amount” means the sum of (i) the Cash Estimate (expressed as a positive number), minus (ii) the Debt Estimate (expressed as a positive number), plus (iii) the Estimated Working Capital Overage (expressed as a positive number) or the Estimated Working Capital Underage (expressed as a negative number), minus (iv) the Accounts Payable Estimate (expressed as a positive number).
As contemplated by Section 1.6(b) , if the Estimated Working Capital is greater than the Target Working Capital, the Initial Merger Consideration will be increased by the amount of such excess (the “ Estimated Working Capital Overage ”).
Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Working Capital Underage, Estimated Working Capital Overage and Transaction Expenses shall be calculated in accordance with the Applicable Accounting Principles, the Sample Statement (as defined below) and the definitions in this Agreement.