Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold.
Estimated Working Capital. The Company shall have delivered the Estimated Closing Balance Sheet and the calculation of Estimated Net Working Capital required by Section 3.3(a)(i) in accordance with the terms thereof.
Estimated Working Capital. The term “Estimated Working Capital” shall mean the Company’s good faith estimate of the Working Capital of the Company as of 12:01 a.m. (Eastern Time) on the Closing Date.
Estimated Working Capital. Section 3.2(a)..........................................9
Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders, acting on behalf of all Vendors, shall deliver to the Purchaser their good faith estimate of the Standard Companies’ combined Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.4(a) for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold.
Estimated Working Capital. “Estimated Working Capital” shall mean the estimate of (a) the Company’s current assets (including cash) as of the Closing (as determined in accordance with Swiss GAAP) minus (b) the Company’s current liabilities as of the Closing (as determined in accordance with Swiss GAAP) including deferred revenue (and any Taxes payable with respect to such deferred revenue) and excluding Unpaid Transaction Expenses and Indebtedness.
Estimated Working Capital. At least five Business Days prior to the Closing Date, Seller shall deliver to Buyer Seller’s determination of the Estimated Working Capital. At the request of Buyer, representatives of Seller shall be available to answer questions with respect to the determination of the Estimated Working Capital. Seller and Buyer shall cooperate in good faith to resolve any disputes with respect to the Estimated Working Capital. At Closing:
Estimated Working Capital. The Company shall have delivered the Company’s Estimated Working Capital to Parent and MergerCo at least ten (10) Business Days prior to the Closing Date. The Estimated Working Capital Adjustment shall have been finally determined in accordance with Section 3.7 on or before the Closing Date.
Estimated Working Capital. At least five Business Days prior to the Closing Date, Seller shall deliver to Purchaser an estimate in writing signed by an officer of Seller (on behalf of and in the name of Seller), which sets forth Seller’s good faith Closing Net Working Capital calculation (with reasonable detail and supporting documentation) in accordance with the Applicable Accounting Principles of the adjustment to the Purchase Price under this Section 2.03.
Estimated Working Capital. Not less than five Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an authorized officer of Seller (the “Estimated Closing Certificate”) setting forth Seller’s good faith estimate of Closing Working Capital as of the Closing Date (the “Estimated Closing Working Capital”). The Estimated Closing Certificate shall be accompanied by appropriate information and documentation in reasonable detail supporting Seller’s estimate. The amounts set forth on the Estimated Closing Certificate shall be conclusive for the purposes of calculating the Closing Purchase Price, but the actual Closing Working Capital and any resulting adjustment to the Purchase Price shall be determined in accordance with the provisions of Section 2.04.
