Net Working Capital Estimate definition

Net Working Capital Estimate shall have the meaning specified in Section 3.03(c).
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Net Working Capital Estimate as defined in Section 2.8.
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Net Working Capital Estimate means the estimate of Net Working Capital as at the Time of Closing provided in writing by the Seller to the Buyer no later than five Business Days before the Closing Date;
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Examples of Net Working Capital Estimate in a sentence

  • The parties acknowledge and agree that the amount of the Oncor Net Working Capital Estimate pursuant to Section 1.05(d) of the Merger Agreement and the Net Book Value of the Oncor Working Capital Package as finally determined pursuant to Section 1.06 of the Merger Agreement shall each be equal to $0.

  • The Accounting Expert is not to make any other determination, including any determination as to whether the Net Working Capital Estimate or Net Working Capital Target is correct.

  • At the Closing, Oncor shall pay to SU an amount in cash equal to the sum of the SU Net Book Value Estimate, the SU Net Working Capital Estimate and the Regulatory Asset Payment Amount (the “SU Closing Payment”).

  • An “Estimated Net Working Capital Overage” shall exist when (and shall be equal to the amount by which) the Net Working Capital Estimate exceeds the Net Working Capital Target.

  • The Inventory does not consist of, in any material amount, items that are obsolete or damaged, except as reflected or reserved on the statement of net assets to be delivered pursuant to Section 4.4 or the Closing Net Working Capital Estimate.

  • An “Estimated Net Working Capital Underage” shall exist when (and shall be equal to the amount by which) the Net Working Capital Target exceeds the Net Working Capital Estimate.

  • If the Final Net Working Capital is less than the Net Working Capital Estimate, then each Seller shall pay to Buyer, within five Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to 50% of such difference.

  • Purchaser and its representatives, including Ernst & Young LLP or such other similar firm as Purchaser shall designate, will be entitled to review all work papers of the Sellers, the Companies and Company Subsidiaries and their respective representatives, including their independent accountants, relating to the calculation of the Initial Net Working Capital Estimate.

  • If Sellers disagree with Buyers’ Net Working Capital Estimate, Sellers and Buyers shall negotiate in good faith to immediately resolve any disputes regarding the estimated amount.

  • If Sellers and Buyers are unable to resolve the disagreement prior to the scheduled Closing the Estimated Net Working Capital shall be the arithmetic average of the Sellers’ Net Working Capital Estimate and the Buyers’ Net Working Capital Estimate.


More Definitions of Net Working Capital Estimate

Net Working Capital Estimate shall have the meaning set forth in Section 1.8(a).
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Net Working Capital Estimate means Sellers’ good faith estimate of the Net Working Capital as of the Closing, as provided on the Estimated Closing Statement.
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Related to Net Working Capital Estimate

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

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

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

  • Target Working Capital means $0.

  • 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.

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

  • 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 Target means $0.00.

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

  • Target Net Working Capital means $0.

  • 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.

  • 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;

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

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

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

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

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

  • 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 Assets has the meaning as set forth in the Recitals of this Agreement.

  • 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.

  • Working Capital Target means $0.

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

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

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

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).