Estimated Closing Net Working Capital Adjustment definition

Estimated Closing Net Working Capital Adjustment means the positive or negative amount by which the Estimated Closing Net Working Capital differs from the Estimated Target Working Capital.

Estimated Closing Net Working Capital Adjustment has the meaning set forth in Section 3.3(a).

Estimated Closing Net Working Capital Adjustment has the meaning set forth in Section 2.08(a).

Examples of Estimated Closing Net Working Capital Adjustment in a sentence

• The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness.

• For the avoidance of doubt, the Estimated Closing Net Working Capital Adjustment may be a positive or negative number.

• Subsequent to Closing, the provisions of Section 2.2.3 will apply (the "Estimated Closing Net Working Capital Adjustment").

• Absent fraud or manifest error, the Estimated Closing Indebtedness, the Estimated Closing Cash, the Estimated Unpaid Transaction Expenses, the Estimated Unpaid Pre-Closing Taxes and the Estimated Closing Net Working Capital Adjustment set forth on the Closing Statement shall be used for purposes of calculating the Base Consideration Value.

• For the avoidance of doubt, the Estimated Closing Net Working Capital Adjustment may be a positive or negativenumber.

More Definitions of Estimated Closing Net Working Capital Adjustment

Estimated Closing Net Working Capital Adjustment means, (i) if the Estimated Closing Net Working Capital is an amount between the Target Working Capital Bottom Collar and the Target Working Capital Top Collar, US$ 0, (ii) if the Estimated Closing Net Working Capital is an amount equal to or greater than the Target Working Capital Top Collar, an amount equal to Estimated Closing Net Working Capital minus Target Working Capital, or (iii) if the Estimated Closing Net Working Capital is an amount equal to or less than the Target Working Capital Bottom Collar, an amount equal to Estimated Closing Net Working Capital minus Target Working Capital.

Estimated Closing Net Working Capital Adjustment means any amount (which may be expressed as a negative number) equal to the amount of the Estimated Closing Net Working Capital less the Reference Net Working Capital.

Estimated Closing Net Working Capital Adjustment means the amount of the excess or shortfall as contemplated above which results in an increase or decrease, as the case may be, to the Base Purchase Price in accordance with this Section 1.3(a)(ii). (b) Within ninety (90) calendar days after the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Representative (x) a balance sheet of the Company as of the close of business on the Closing Date, which shall be prepared in accordance with GAAP, applied in a manner consistent with the Company’s Accounting Principles (the “Proposed Closing Balance Sheet”) and as of the Effective Time: (y) a calculation of the Company’s (A) Net Working

Estimated Closing Net Working Capital Adjustment has the meaning set forth in Section 1.3(a)(ii). “Estimated Closing Statement” has the meaning set forth in Section 1.3(a). “Estimated Net Working Capital Adjustment Statement” has the meaning set forth in Section 1.3(a). “Estimated Transaction Expenses” has the meaning set forth in Section 1.3(a). “Excluded Benefits” means commissions, bonuses, other short-term incentive compensation, retention, change in control, phantom equity, defined benefit pension, retiree welfare, equity, equity-based and similar benefits. “Exclusively Licensed Software” means material Software that is the subject of an exclusive Intellectual Property license entered into by the Company. “Export Control and Import Laws” shall mean all applicable Laws concerning the exportation, re-exportation and importation of products, technology, and services, and other international transactions, including: (a) Laws enforced by U.S. Customs and Border Protection;

Estimated Closing Net Working Capital Adjustment shall be the difference between the Estimated Closing Net Working Capital and the Reference Working Capital.

Estimated Closing Net Working Capital Adjustment means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and (2) if the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target Amount, an amount equal to such deficiency.

Estimated Closing Net Working Capital Adjustment means the Company’s good faith estimate of the Closing Net Working Capital Adjustment as set forth on the Estimated Closing Statement.