Estimated Working Capital Statement definition

Estimated Working Capital Statement has the meaning set forth in Section 2.04(a).

Estimated Working Capital Statement shall have the meaning ascribed in Section 3.4(a).

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

Examples of Estimated Working Capital Statement in a sentence

• Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold.

• The Company shall provide Purchaser a copy of the calculation of the estimated Working Capital (the "Estimated Working Capital Statement") three business days prior to the Closing Date.

• The inventory reserves reflected on the Estimated Working Capital Statement was adequate as of the date of the Estimated Working Capital Statement.

• Since the date of the Estimated Working Capital Statement, there have not been any write-downs of the value of, or establishment of any reserves against, any inventory, except for write-downs and reserves established in the ordinary course of business, in good faith and consistent with past practice and experience.

• The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within thirty days of submission of the Estimated Working Capital Statement, the Dispute Notice and the Working Capital Statement to it and, in any case, as promptly as practicable after such submission.

More Definitions of Estimated Working Capital Statement

Estimated Working Capital Statement is defined in Section 1.9(a).

Estimated Working Capital Statement is defined in Section 2.5.1.

Estimated Working Capital Statement means an unaudited statement setting out the Seller’s bona fide estimate of the Estimated Working Capital Amount prepared by the Seller pursuant to Clause 5 in the same format as the pro forma Working Capital Statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements).

Estimated Working Capital Statement means the statement attached hereto as Schedule 1.1(a), prepared in good faith and certified by the Sellers, which sets forth the calculation of the Company Estimated Working Capital and the E-conolight Estimated Working Capital, prepared in accordance with the accounting principles and methodologies used in preparing the Company Audited Financial Statements and the E-conolight Audited Financial Statements, as applicable, consistently applied, except as modified hereby.

Estimated Working Capital Statement setting forth Seller’s good faith estimation of the Net Working Capital of Seller as of the Closing Date (the “Estimated Closing Working Capital”). The Estimated Working Capital Statement will be based on the general ledger of Seller and prepared in accordance with GAAP. Seller and Purchaser will work together in good faith to resolve any disagreements regarding the Estimated Working Capital Statement or the Estimated Closing Working Capital reflected thereon. In the event the Estimated Closing Working Capital is less than $75,000 (the “Target Working Capital”), the Cash Consideration portion of the Purchase Price will be decreased, on a dollar for dollar basis, by the amount of such shortfall. In the event the Estimated Closing Working Capital exceeds the Target Working Capital, the Cash Consideration portion of the Purchase Price will be increased, on a dollar for dollar basis, by the amount of such excess. The resulting shortfall or excess is referred to as the “Initial Working Capital Adjustment”.

Estimated Working Capital Statement means a written statement of Estimated Working Capital, prepared in accordance with Section 3.07.

Estimated Working Capital Statement means the statement prepared by Seller and delivered to Buyer pursuant to and in accordance with Sections 2.4 and 2.5 of this Agreement.