Estimated Closing Working Capital Excess means the amount, if any, by which Estimated Closing Working Capital exceeds the Target Closing Working Capital.

Estimated Closing Working Capital Excess has the meaning set forth in Section 2.1.1.1.

Estimated Closing Working Capital Excess or Closing Working Capital Shortfall (the “Estimated Closing Working Capital Shortfall”), as the case may be, and (v) the Estimated Adjustment Amount calculated on the basis of the foregoing, along with reasonable supporting detail to evidence such calculation.

Examples of Estimated Closing Working Capital Excess in a sentence

If Seller and Purchaser agree to any changes to any of Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Company Transaction Expenses, Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as applicable, the Estimated Adjustment Amount as used in this Agreement shall be deemed to reflect such changes; provided that, to the extent any such amounts are unresolved as of the Closing, Seller’s determination of such estimates shall control.
On the Closing Date, Buyer shall make payment on account of the Purchase Price as follows: $55,000,000.00 plus the Estimated Closing Working Capital Excess or minus the Estimated Closing Working Capital Shortfall by wire transfer to an account designated by Seller as set forth on Schedule 1.2(a).

More Definitions of Estimated Closing Working Capital Excess

Estimated Closing Working Capital Excess is defined in Section 1.3(a).

Estimated Closing Working Capital Excess or “Estimated Closing Working Capital Shortfall”, as applicable), (iii) Indebtedness as of the Reference Time (but giving effect to any subsequent incurrence of Indebtedness prior to the Closing) (“Closing Indebtedness”), (iv) Transaction Expenses incurred but not paid prior to the Closing (“Closing Transaction Expenses”), (v) the Change of Control Payments to the extent not paid prior to the Closing (“Closing Change of Control Payments”) and (vi) the Initial Closing Date Amount. The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and be accompanied with reasonable supporting information used by Seller in the preparation of the estimates of each component of the Initial Closing Date Amount and invoices or similar supporting documentation with respect to the estimated Closing Transaction Expenses set forth in the Estimated Closing Statement. Prior to the Closing, Purchaser shall have an opportunity to review the Estimated Closing Statement and discuss such statement with the persons responsible for its preparation, and Seller shall, and shall cause the Group Companies to, reasonably cooperate with Purchaser in good faith to respond to any questions regarding the Estimated Closing Statement. If Purchaser and Seller mutually agree to any modifications to any items set forth in the Estimated Closing Statement prior to the Closing, the Estimated Closing Statement shall be revised to reflect such modifications, and the document so modified shall constitute the Estimated Closing Statement. Purchaser’s opportunity to review shall in no event delay the Closing or the Closing Date and if Purchaser and Seller disagree on any items set forth in the Estimated Closing Statement at the end of such review period, without any prejudice to Purchaser’s rights under other clauses of this Section 1.04, Seller’s positions shall be reflected in the Estimated Closing Statement.

Estimated Closing Working Capital Excess means (a) with respect to the Ardagh Purchased Entities, the amount, if any, by which the Estimated Ardagh Closing Working Capital Amount exceeds the Target Closing Working Capital Amount of the Ardagh Purchased Entities and (b) with respect to the Exal Purchased Entities, the amount, if any, by which the Estimated Exal Closing Working Capital Amount exceeds the Target Closing Working Capital Amount of the Exal Purchased Entities.

Related to Estimated Closing Working Capital Excess

Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Working Capital Adjustment has the meaning set forth in Section 2.15(b).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Target Net Working Capital Amount means $5,000,000.
Estimated Working Capital has the meaning set forth in Section 2.3(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Working Capital Escrow Amount means $2,000,000.
Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Target Working Capital means $0.
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Working Capital Amount shall have the meaning specified in Section 3.4(e).
Closing Cash Amount has the meaning set forth in Section 2.2.

Estimated Closing Working Capital Excess definition

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