Working Capital Estimate definition

Working Capital Estimate has the meaning set forth in Section 2.3.

Working Capital Estimate shall have the meaning set forth in Section 2.6(a).

Working Capital Estimate means the good faith estimate of the Working Capital of the Company on the Closing Date, as delivered by the Company to the Buyer two Business Days prior to the scheduled Closing Date.

Examples of Working Capital Estimate in a sentence

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

• To the extent such proration has not been effected by other means and to the extent of information then available, such proration shall be reflected on the Working Capital Estimate and the Closing Statement.

• Any prepayment of Tax or other costs or obligations by Seller or the Selling Affiliate on or before the Closing Date with respect to periods after the Closing Date, shall be reflected as an asset on the Working Capital Estimate (defined below) and the Closing Statement (also defined below).

• The Working Capital Estimate shall contain information detailing the basis for Seller’s calculations, and Purchaser and its representatives shall have access to such records of Seller and the Selling Affiliate as may be reasonably requested for verifying and confirming such amounts and calculations.

• All deferred or otherwise outstanding payment obligations associated with the Owned Properties or Real Property Leases which relate to liabilities that have been incurred on or prior to the Closing Date that have been assumed by Purchaser or for which Purchaser is otherwise responsible shall be reflected as a liability on the Working Capital Estimate and the Closing Statement.

More Definitions of Working Capital Estimate

Working Capital Estimate means the amount of Working Capital reflected on the Preliminary Closing Balance Sheet.

Working Capital Estimate and, collectively with the Lock-Box Adjustment, the “Adjustment Amount Estimate”); provided that the Parties agree that the Sellers may assume a date, in its reasonable discretion, for the date of a Second Closing, if applicable, and include in the calculation of the Lock-Box Adjustment and the Working Capital Estimate the Current Assets and Current Liabilities associated with AIV E and Holdings 5, and their respective Subsidiaries. Such certificate shall be prepared by the Sellers in good faith and be accompanied by reasonably detailed supporting documentation. Within five (5) Business Days after the delivery of the Adjustment Amount Estimate by the Sellers to the Buyers, the Buyers may object in good faith to the Adjustment Amount Estimate in writing. If the Buyers object to the Adjustment Amount Estimate within such five (5) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so prior the Initial Closing Date (or if the Buyers do not object to the Adjustment Amount Estimate), the Preliminary Purchase Price shall be adjusted at Initial Closing by the amount of the Adjustment Amount Estimate not in dispute. The disputed portion shall be resolved in accordance with the provisions of Section 2.7 and paid as part of any Final Statement.

Working Capital Estimate means Sellers’ Agent’s and the Company’s good faith estimate of the Acquired Companies Working Capital as of the Closing, as provided to Purchaser prior to the Closing and represented in Section 7.3(h) and reflected in Schedule 4.1 of Reference Deed 2.

Working Capital Estimate has the meaning set forth in Section 4.1(c).

Working Capital Estimate has the meaning set forth in Section 1.5. “Working Capital Overage” has the meaning set forth in Section 1.5. - 71 - * * * * * [Signature Pages Follow]

Working Capital Estimate has the meaning set forth in Section 1.02(c) of this Agreement.

Working Capital Estimate is defined in Section 1.4.