Estimated Aggregate Net Working Capital Amount definition

Estimated Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(a).

Estimated Aggregate Net Working Capital Amount as well as a computation thereof (which computation shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such difference in accounting principles, policies and procedures as are set forth on Exhibit C (the “Accounting Principles”)), together with a reasonably detailed explanation of, and documentation sufficient to confirm the accuracy of the computation of, such Estimated Aggregate Net Working Capital Amount. Buyer shall have the right to reasonably and in good faith object to the amounts contained in Seller’s calculation of Estimated Aggregate Net Working Capital Amount within three (3) Business Days after Seller’s delivery thereof to Buyer. Seller shall in good faith consider any such objections of Buyer and, if Buyer has made any reasonable objections, shall re-issue Seller’s good faith estimate of the Estimated Aggregate Net Working Capital Amount no later than three (3) Business Days prior to the Closing Date with any such revisions that Seller has determined in good faith are appropriate. Notwithstanding the foregoing, the failure of the Parties to agree on the Estimated Aggregate Net Working Capital Amount shall in no way delay the Closing and the Parties hereby agree that any pre-Closing disagreement with respect to the Estimated Aggregate Net Working Capital Amount will be handled with the post-Closing adjustment mechanisms contained herein. If (i) the Estimated Aggregate Net Working Capital Amount is greater than the Aggregate Target Net Working Capital Amount, the Base Purchase Price payable at Closing will be increased by an amount equal to the difference between the Estimated Aggregate Net Working Capital Amount minus the Aggregate Target Net Working Capital Amount; and (ii) the Estimated Aggregate Net Working Capital Amount is less than the Aggregate Target Net Working Capital Amount, the Base Purchase Price payable at Closing will be decreased by an amount equal to the difference between the Aggregate Target Net Working Capital Amount minus the Estimated Aggregate Net Working Capital Amount (such amount under either (i) or (ii) is referred to as the “Closing Date Aggregate Net Working Capital Adjustment Amount”).

Estimated Aggregate Net Working Capital Amount has the meaning set forth in Section 2.04(a). “EWG Subsidiaries” has the meaning set forth in Section 3.25(b).

Examples of Estimated Aggregate Net Working Capital Amount in a sentence

• If neither Purchaser nor Seller prepare and timely deliver a Proposed Aggregate Net Working Capital Amount in accordance with Section 2.04(b) or (c), above, the Estimated Aggregate Net Working Capital Amount delivered at Closing shall become the Final Aggregate Net Working Capital Amount for all purposes hereunder.

• The Neutral Auditor, acting as an expert and not an arbitrator, shall resolve such disputed items and determine the values to be ascribed thereto, and using those values (together with other items not in dispute) determine the Final Aggregate Net Working Capital Amount as of the Closing Date only (prepared on the same basis used to prepare the Estimated Aggregate Net Working Capital Amount).

• If Purchaser shall disagree in good faith with any item set forth in the Estimated Adjustment Certificate, then Purchaser and Seller shall work in good faith to reach agreement on such disputed items and the amounts as agreed to by Purchaser and Seller shall constitute the Estimated Aggregate Net Working Capital Amount.

• Purchaser shall have reasonable access to the books and records and personnel of Seller, the Operating Acquired Companies and their respective Representatives and the opportunity to consult with such personnel for purposes of confirming or disputing the Estimated Aggregate Net Working Capital Amount and Estimated Aggregate Net Working Capital Adjustment Amount.

• If neither Purchaser nor Seller prepares and timely delivers a Closing Adjustment Certificate in accordance with Section 2.2(b)(ii) or Section 2.2(b)(iii) above, the Estimated Aggregate Net Working Capital Amount set forth in the Estimated Adjustment Certificate delivered pursuant to Section 2.2(b)(i) shall become the Final Aggregate Net Working Capital Amount for all purposes hereunder.

• The “ Final Aggregate Net Working Capital Adjustment Amount ” shall be calculated by computing the Closing Day Aggregate Net Working Capital Adjustment Amount in accordance with Section 2.04(a) but substituting Final Aggregate Net Working Capital Amount for the Estimated Aggregate Net Working Capital Amount.

• The “ Final Aggregate Net Working Capital Adjustment Amount” shall be calculated by computing the Closing Day Aggregate Net Working Capital Adjustment Amount in accordance with Section 2.04(a) but substituting Final Aggregate Net Working Capital Amount for the Estimated Aggregate Net Working Capital Amount.

• At least five (5) Business Days prior to the scheduled Closing Date, Seller will prepare and deliver to Purchaser a worksheetsetting forth Seller’s good faith estimate of the Aggregate Net Working Capital as of the Closing Date (the “ Estimated Aggregate Net Working Capital Amount ”), as well as a computation thereof (which computation shall be prepared in the same format and on the same basis used to prepare the Aggregate Target Net Working Capital Amount as set forth on Exhibit C).

• Buyer shall have the right to reasonably and in good faith object to the amounts contained in Seller’s calculation of Estimated Aggregate Net Working Capital Amount within three (3) Business Days after Seller’s delivery thereof to Buyer.

• The Estimated Aggregate Net Working Capital Amount and the Final Aggregate Net Working Capital Amount will be calculated using the following balance sheet items on the unaudited pro forma selected balance sheet of the Acquired Companies on a consolidated basis as of the Closing Date, as adjusted to give effect to the transactions contemplated by this Agreement.

More Definitions of Estimated Aggregate Net Working Capital Amount

Estimated Aggregate Net Working Capital Amount means Seller’s good faith estimate of the Aggregate Net Working Capital.