Estimated Working Capital Underage definition

Estimated Working Capital Underage means the amount, if any, by which the Estimated Net Working Capital is less than Target Net Working Capital. If the Estimated Net Working Capital is equal to or greater than Net Working Capital, then Estimated Working Capital Underage shall be zero.
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Estimated Working Capital Underage shall have the meaning set forth in Section 2.06(b).
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Estimated Working Capital Underage shall exist when (and shall be equal to the amount by which) the Target Net Working Capital exceeds the Estimated Net Working Capital.
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Examples of Estimated Working Capital Underage in a sentence

  • As contemplated by Section 1.6(b) , if the Estimated Working Capital is less than the Target Working Capital, the Initial Merger Consideration will be reduced by the amount of such shortfall (the “ Estimated Working Capital Underage ”).

  • 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).

  • 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.

  • The Preliminary Statement shall also set forth (x) the Estimated Working Capital Overage, or (y) the Estimated Working Capital Underage.


More Definitions of Estimated Working Capital Underage

Estimated Working Capital Underage or the resulting estimated Working Capital Overage (the “Estimated Working Capital Overage”), as applicable, as of Closing and using the Preliminary Inventory Value (in lieu of Inventory Value) calculated pursuant to Section 2.06(a). Buyer shall have the opportunity to review all materials and information used by the Sellers in preparing such estimate, and the Sellers shall make available such personnel as are reasonably necessary to assist Buyer in its review of such estimate.
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Estimated Working Capital Underage or “Estimated Working Capital Overage”, respectively), in each case, as of the Reference Time, and (D) the Transaction Expenses, as of the Closing; and (ii) on the basis of the foregoing and on the Expense Credit Certificate, the calculation of the Estimated Closing Cash Consideration. 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. An illustrative example of a calculation of Net Working Capital is set forth as Exhibit D (the “Sample Statement”). Neither the Company nor the Seller makes any representation or warranty as to such Sample Statement, and shall not incur any liability in respect thereof. Contemporaneously with the delivery of the Preliminary Closing Statement, the Company shall prepare, or cause to be prepared, and deliver to the Purchaser a schedule (the “Closing Payment Schedule”) setting forth the amount of the Estimated Closing Cash Consideration, number of shares of Common Equity Consideration, and number of shares of Preferred Equity Consideration to be received by Seller. The Company and the Seller shall use commercially reasonable efforts to provide such supporting information that is in the Company’s or the Seller’s possession as Purchaser may reasonably request to review the amounts and calculations reflected in the Preliminary Closing Statement and Closing Payment Schedule. Purchaser shall have an opportunity to provide any comments it may have to the Preliminary Closing Statement and Closing Payment Schedule, and the Company and Seller shall consider in good faith any revisions thereto.
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Estimated Working Capital Underage means the amount by which the WC Target exceeds the Working Capital Estimate.
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Estimated Working Capital Underage means the amount, if any, by which Estimated Net Working Capital is less than $130,000,000.
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Related to Estimated Working Capital Underage

  • Estimated Working Capital has the meaning set forth in Section 2.3(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;

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

  • 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.

  • 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.

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

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

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

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

  • Target Working Capital means $0.

  • 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.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

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

  • Net Working Capital Target means $0.00.

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

  • Target Net Working Capital means $0.

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

  • 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.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

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

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

  • 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 Units shall have the meaning given in the Recitals hereto.