Estimated Closing Working Capital definition

Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(i).
Estimated Closing Working Capital has the meaning set forth in Section 2.3(a).
Estimated Closing Working Capital mean the estimates of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Closing Cash is equal to the Estimated Closing Cash, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness and that the Closing Working Capital is equal to the Estimated Closing Working Capital. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall: (a) pay and deliver the Estimated Purchase Price (as calculated based upon the Closing Certificate) to Seller by means of a wire transfer of immediately available cash funds to an account as directed by Seller prior to the Closing (the “Seller’s Account”); and (b) on behalf of the Company, (i) pay the Indebtedness of the Company identified on Schedule 2.3(b)(i) (collectively, the “Repaid Closing Indebtedness”), and (ii) arrange for the replacement of those surety bonds issued and outstanding as of the Closing listed on Schedule 2.3(b)(ii).

Examples of Estimated Closing Working Capital in a sentence

The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “ Post-Closing Adjustment”).

Between the delivery of the Working Capital Statement and the Closing Date, the Sellers shall provide the Buyer and its Representatives reasonable access to the Company’s and the Company Subsidiaries’ books, records and work papers relating to the Working Capital Statement for the purpose of evaluating the Working Capital Statement, the calculation of Estimated Closing Working Capital and the calculation of Estimated Closing Cash.

The amount, if any, by which Target Closing Working Capital exceeds Estimated Closing Working Capital shall be referred to herein as the “Estimated Working Capital Deficit”.

No later than five (5) Business Days prior to the Closing, TEI Bio shall deliver to Parent a calculation of Estimated Closing Working Capital.

At least three Business Days prior to the Closing Date, the Company shall have delivered to Buyer the Estimated Closing Balance Sheet and Estimated Closing Working Capital.


More Definitions of Estimated Closing Working Capital

Estimated Closing Working Capital has the meaning set forth in Section 2.08(a).
Estimated Closing Working Capital is defined in Section 2.3.
Estimated Closing Working Capital shall have the meaning set forth in Section 3.5(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.07.
Estimated Closing Working Capital has the meaning Section 2.2(b) specifies.
Estimated Closing Working Capital has the meaning set forth in Section 3.1.
Estimated Closing Working Capital shall have the meaning set forth in Section 2.4.