Estimated Working Capital Payment definition

Estimated Working Capital Payment has the meaning set forth in Section 3.2(a).

Estimated Working Capital Payment means the aggregate of the items estimated in Schedule 2.4 hereof.

Estimated Working Capital Payment shall have the meaning set forth in Section 2.02(b).

Examples of Estimated Working Capital Payment in a sentence

• If the Final Working Capital as finally determined, exceeds the Estimated Working Capital Payment, then Buyer shall pay to Seller the amount of such excess, plus interest on the amount of such excess from (and including) the Closing Date to (but excluding) the date of payment at the Prime Rate.

• Not later than ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (i) the Base Purchase Price, (ii) the Estimated Working Capital Payment, (iii) the Estimated Inventory Payment, with Seller’s calculation of the Estimated Working Capital Payment and Estimated Inventory Payment in reasonable detail, based on information then available to Seller and (iv) wire transfer instructions for the Closing payments.

• In consideration of the sale of the Shares and Newco Interest to Buyer, Buyer shall pay to Seller at the Closing, an amount equal to the sum of the Base Purchase Price, as adjusted for the Estimated Inventory Payment and the Estimated Working Capital Payment in accordance with Sections 2.4 and 2.5 below.

• If the Final Working Capital is less than the Estimated Working Capital Payment, then Seller shall pay to Buyer the amount of such deficiency, plus interest on the amount of such deficiency from (and including) the Closing Date to (but excluding) the date of payment at the Prime Rate.

• If the Estimated Working Capital Payment is greater than the Valuation Date Working Capital, then the amount of such difference shall bepaid to Parent pursuant to Section 8.1(b)(iii).

More Definitions of Estimated Working Capital Payment

Estimated Working Capital Payment means an amount equal to Seller's estimate of the Working Capital as of the Effective Time prepared in accordance with Section 2.4(a).

Estimated Working Capital Payment means an amount, which may be a negative number, equal to (a) the Transferred Entities’ estimated Working Capital as of 11:59 p.m. Eastern time on the Business Day immediately preceding the Closing Date, as set forth on the Estimated Closing Statement, minus (b) the Target Working Capital.

Estimated Working Capital Payment means a payment in an amount equal to Estimated Net Working Capital.

Estimated Working Capital Payment means the amount of the Company’s cash, restricted cash and cash equivalents reflected in thecertificate delivered to Parent and Buyer pursuant to Section 3.4, minus $1,500,000.

Estimated Working Capital Payment means, whether positive or negative, the Estimated Working Capital minus the Base Working Capital.

Estimated Working Capital Payment set forth in Section 1.1 of the Agreement is deleted in its entirety and replaced with the following:

Estimated Working Capital Payment means the amount of the Company’s cash, restricted cash and cash equivalents reflected in the certificate delivered to Parent and Buyer pursuant to Section 3.4, minus $1,500,000.