Estimated Working Capital Surplus definition

Estimated Working Capital Surplus means the amount, if any, by which the Target Working Capital is less than the Estimated Working Capital as set forth on the Closing Date Financial Statement.

Estimated Working Capital Surplus has the meaning set forth in Section 2.6(a).

Estimated Working Capital Surplus shall have the meaning specified in Section 2.3(b).

Examples of Estimated Working Capital Surplus in a sentence

• The Closing Payment to be paid at Closing shall also be reduced by the amount of the Estimated Working Capital Deficit, if any, or increased by the amount of the Estimated Working Capital Surplus, if any.

• The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be.

• The aggregate cash amount to be paid for the Shares by the Purchaser at Closing (the “Closing Payment”) shall be an amount equal to (a) $825,000,000 (the “Purchase Price”), plus (b) the Estimated Working Capital Surplus, if any, minus (c) the Estimated Working Capital Deficit, if any.

• If the Estimated Net Working Capital is greater than the Target Net Working Capital (such excess, the “Estimated Working Capital Surplus”), then the Purchase Price and the Closing Date Cash Payment shall be increased dollar-for-dollar by the amount of such Estimated Working Capital Surplus.

• Not less than two (2) Business Days before the Closing Date, the Shareholder shall deliver to the Purchaser a statement (the “Closing Date Statement”), signed by the Vice President of Finance of the Shareholder, which sets forth the Shareholder’s good faith best estimate of (A) the Net Working Capital (the “Estimated Working Capital”), and (B) the Estimated Working Capital Surplus, if any, or the Estimated Working Capital Deficit, if any.

More Definitions of Estimated Working Capital Surplus

Estimated Working Capital Surplus means the amount, if any, by which (i) the Estimated Working Capital is greater than (ii) the Target Working Capital Amount.

Estimated Working Capital Surplus or “Estimated Working Capital Deficiency,” respectively). The Closing Balance Sheet shall be prepared by Contributor in accordance with this Agreement in a manner consistent with, and using the same principles, policies, methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfers.

Estimated Working Capital Surplus means the estimated Working Capital Surplus of the Companies as of the Adjustment Time (determined in accordance with Exhibit A and the Accounting Principles), as set forth in Exhibit A.

Estimated Working Capital Surplus means the estimated Working Capital Surplus of the Company as of immediately prior to the Closing (determined in accordance with Exhibit A attached hereto), as set forth on the Closing Certificate delivered to the Buyer pursuant to Section 2.5.

Estimated Working Capital Surplus means an amount equal to the excess, if any, of the Estimated Working Capital over the Target Working Capital (and for the avoidance of doubt, if Target Working Capital is equal to or greater than Estimated Working Capital, such amount shall be zero);

Estimated Working Capital Surplus or “Estimated Working Capital Deficiency”), and (d) the amount of Growth Capital Expenditures expended or accrued through the Effective Time (the “Estimated Growth Capital Expenditures”), provided that Growth Capital Expenditures shall only be considered to be accrued through the Effective Time to the extent such amounts are included in Current Liabilities in the calculation of Working Capital. The Closing Balance Sheet shall be prepared by the Company in accordance with the Agreed Accounting Principles applied in a manner consistent with the preparation of the Example Working Capital Schedule.

Estimated Working Capital Surplus is defined in Section 2.6(a). Excluded Assets is defined in Section 2.4(b). Excluded Liabilities is defined in Section 2.5(b).