Estimated Closing Date Working Capital Statement definition

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

Estimated Closing Date Working Capital Statement means Shareholder’s statement showing Shareholder’s good faith estimate in reasonable detail of Shareholder’s calculation of the Closing Date Working Capital.

Estimated Closing Date Working Capital Statement and a certificate setting forth a good faith estimate of Working Capital as of close of business on the Closing Date (“Estimated Closing Date Working Capital”), an estimate of Closing Date Cash (“Estimated Closing Date Cash”) and an estimate of Assumed Indebtedness (“Estimated Assumed Indebtedness”). The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied. The Initial Cash Consideration shall be (i)(A) increased dollar for dollar to the extent the Estimated Closing Date Working Capital exceeds the Target Working Capital, or (B) decreased dollar for dollar to the extent the Estimated Closing Date Working Capital is less than the Target Working Capital, (ii) increased dollar for dollar to the extent that Estimated Closing Date Cash is greater than U.S.$0 and (iii) decreased dollar for dollar by the Estimated Assumed Indebtedness (the Initial Cash Consideration, as adjusted pursuant to this sentence and Section 6.12, the “Closing Date Cash Consideration”).

Examples of Estimated Closing Date Working Capital Statement in a sentence

• The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (“Specified Accounting Policies”), and to the extent consistent with GAAP, in accordance with the accounting principles, procedures, policies, methods that were employed in preparing the Benchmark Balance Sheet, consistently applied.

• The Estimated Closing Date Working Capital Statement shall be prepared in a manner consistent with the Reference Balance Sheet except as set forth in the definition of Working Capital.

• The Estimated Closing Date Working Capital Statement, to be delivered by the Company to the Buyer pursuant to Section 2.05 hereof, shall include not less than $50,000 in cash.

• At least five Business Days prior to the Closing Date, Parent shall prepare, or cause to be prepared and delivered to the Purchaser, a good faith estimated statement of Working Capital of the Business as of the close of business on the Closing Date (the "Estimated Closing Date Working Capital Statement"), setting forth a good faith estimate of Working Capital as of the close of business on the Closing Date (the "Estimated Closing Date Working Capital"), and the calculation thereof.

• The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (the "SPECIFIED ACCOUNTING Policies"), consistent with the accounting principles, procedures, policies and methods that were employed in preparing the Benchmark Balance Sheet.

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• The information on exchange rates and fees for the Payment Services related to the maintenance of the Account, being a payment account, are made available to the Account Holder through the Account statement.

• The Estimated Closing Date Working Capital Statement shall be prepared in accordance with GAAP, as modified by the accounting policies specified on Schedule 2.3(a) (the "SPECIFIED ACCOUNTING POLICIES"), consistent with the accounting principles, procedures, policies and methods that were employed in preparing the Benchmark Balance Sheet.

More Definitions of Estimated Closing Date Working Capital Statement

Estimated Closing Date Working Capital Statement setting forth Company’s estimate of the Net Working Capital (as defined below) of Company on a consolidated basis as of immediately prior to the Closing (the “Estimated Net Working Capital”). The Estimated Net Working Capital shall be determined in accordance with the Applicable Accounting Principles. The Closing Purchase Price shall be increased by the positive amount by

Estimated Closing Date Working Capital Statement. 2.07(a) “Excluded Assets” 2.01(b) “Excluded Indebtedness” 2.02(b)(v) “Excluded Intellectual Property” 2.01(b)(ix) “Excluded Liabilities” 2.02(b)

Estimated Closing Date Working Capital Statement setting forth Company’s estimate of the Net Working Capital (as defined below) of Company on a consolidated basis as of immediately prior to the Closing (the “Estimated Net Working Capital”). The Estimated Net Working Capital shall be determined in accordance with the Applicable Accounting Principles. The Closing Purchase Price shall be increased by the positive amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital, or the Closing Purchase Price shall be decreased by the positive amount by which Target Net Working Capital exceeds the Estimated Net Working Capital. For the purposes of this Agreement, including the

Estimated Closing Date Working Capital Statement means a statement delivered at the Closing setting forth the Company's good faith estimate of the Company's Total Current Assets and Total Current Liabilities as of the Closing Date, which statement shall be prepared in a manner consistent with the preparation of the Company's unaudited balance sheet as of September 30, 1996; PROVIDED, HOWEVER, that the percentage for allowances in respect of chargebacks, bad debts and adjustments to accounts receivable shall be the same as the percentage for allowances in respect of chargebacks, bad debts and adjustments to accounts receivable used in such unaudited balance sheet as of September 30, 1996.

Estimated Closing Date Working Capital Statement. Section 3.2(a)

Estimated Closing Date Working Capital Statement. Section 2.9(a)(i) “Estimated Working Capital” Section 2.9(a)(i) “Excluded Assets” Section 2.2 “Excluded Intellectual Property” Section 2.2(f) “Final Allocation Schedule” Section 2.10(b) “Final Closing Payment” Section 2.9(a)(v) “Final Purchase Price” Section 2.5 “Final Working Capital” Section 2.9(a)(v) “Financial Statements” Section 3.8(a) “FIRPTA Certificate” Section 2.7(i) “Fundamental Representations” Section 10.1(a) “Gas Station” Section 5.1 “Government” Section 3.11(e) “Hired Employees” Section 8.1(a) “Indebtedness” Section 3.4 Term: Defined in: “Indemnified Party” Section 10.3 “Indemnifying Party” Section 10.3 “Independent Accountant” Section 2.9(a)(iv) “Intellectual Property” Section 3.14(k) “Law” Section 3.17 “Licensed Intellectual Property” Section 3.14(k) “Licenses” Section 2.1(i) “Losses” Section 10.2(a) “Material Contracts” Section 3.13(a)