Estimated Closing Working Capital. If the Closing Working Capital stated in the Estimated Closing Balance Sheet Certificate (the “Estimated Closing Working Capital”) is less than the Collar Low Xxxx, the Merger Consideration payable as of the Closing will be reduced by an amount equal to the positive difference between such Estimated Closing Working Capital and the Target Working Capital. If the Estimated Closing Working Capital is greater than the Collar High Xxxx, the Merger Consideration payable as of the Closing will be increased by an amount equal to the positive difference between such Estimated Closing Working Capital and the Target Working Capital. In the event the Estimated Closing Working Capital neither exceeds the Collar High Xxxx nor is less than the Collar Low Xxxx, there will be no adjustment to the Merger Consideration payable as of the Closing arising out of the calculation of Closing Working Capital.
Estimated Closing Working Capital. Not less than two Business Days prior to the Closing Date, Seller and Purchaser will prepare and agree on an estimate of the Closing Working Capital Balance (the "ESTIMATED CLOSING WORKING CAPITAL BALANCE") determined in accordance with Section 4.3, as if it were the actual Closing Working Capital Balance, but based upon Seller's and Purchaser's review of monthly and other financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to the Seller in the ordinary course, all in accordance with the policies, principles and methodologies set forth in EXHIBIT C attached hereto. The Purchase Price (and the Closing Cash Consideration) will be decreased dollar-for-dollar by the amount, if any, by which the Estimated Closing Working Capital Balance, determined in accordance with Section 4.3, is less than the Reference Working Capital Balance. Neither the Purchase Price nor the Closing Cash Consideration shall be increased if the Estimated Closing Working Capital Balance is more than the Reference Working Capital Balance.
Estimated Closing Working Capital. At least three (3) days before the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Capital Statement”), setting forth its good faith estimate of the Closing Working Capital (as defined in Section 2(d)(ii) below) (such estimation, the “Estimated Closing Working Capital”). The Estimated Closing Capital Statement shall (1) contain an estimated balance sheet of the Company as of the Closing Date, without giving effect to the transactions contemplated herein and (2) be accompanied by a certificate executed by each Seller that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited financial statements of the Company for the most recent fiscal year end, as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
Estimated Closing Working Capital. Not less than three (3) business days prior to Closing, the Seller Representative, on behalf of all of the Sellers, shall deliver to CBIZ and Buyer a balance sheet based as of the month end prior to the Effective Date and a good faith reasonable estimate of the Working Capital (as defined below) for the Subject Companies as of the Closing Date (the “Estimated Closing Working Capital”). To the extent that the Estimated Closing Working Capital is less than [**] (the “Target Working Capital”), such deficiency (the “Estimated Closing Working Capital Deficiency”) will be deducted from the cash portion of the Closing Date Payment to be paid to the Sellers. To the extent Estimated Closing Working Capital is in excess of the Target Working Capital, the amount of such excess which consists solely of cash shall be retained by the Selling Entities as an Excluded Asset or MC FOS Excluded Asset, as applicable (the “Excess Cash”), and, for purposes of Section 1.7(c), “Estimated Closing Working Capital” shall be deemed not to include the Excess Cash. The term “Working Capital” shall mean Current Assets minus Current Liabilities. The terms “Current Assets” and “Current Liabilities” shall mean the current assets and current liabilities, respectively, of the Subject Companies, calculated in accordance with Modified GAAP.
Estimated Closing Working Capital. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a statement setting forth, in reasonable detail, the Company’s good faith estimate of the Working Capital of the Group Companies as of 11:59 p.m. on the Closing Date (the “Estimated Closing Working Capital”), certified by one of the Company’s executive officers. A “Working Capital Overage”
Estimated Closing Working Capital. Not later than three Business Days prior to the date for the Closing, the Partners shall deliver to the Purchaser their best estimate of the Working Capital (as hereinafter defined) of KTC as of the Effective Time based on the most recently available financial statements of KTC (the "Closing Working Capital Estimate"). In connection with the preparation and review of the Closing Working Capital Estimate, employees of the Purchaser and KPMG Peat Marwick, its independent public accountants (the "Purchaser's Accountants"), shall be entitled to review the work papers of the Partners prepared in connection with calculating the Closing Working Capital Estimate and shall be entitled to discuss the Closing Working Capital Estimate with the Partners prior to the Effective Time.
Estimated Closing Working Capital. At least two Business Days prior to the Closing Date, Rikco shall prepare and deliver to Buyer a good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), along with a summary showing in reasonable detail the Company’s calculation of such amount.
Estimated Closing Working Capital. 13.15 -vii- Term Section ---- -------
Estimated Closing Working Capital. Set forth on Schedule 3.3.1 is an estimate of the working capital of the Acquired Assets and the Assumed Liabilities at Closing, which amount shall be mutually agreed to by Seller and Buyer prior to the Closing Date (the “Estimated Working Capital”).