Estimated Closing Working Capital Shortfall means the amount, if any, by which Estimated Closing Working Capital is less than Target Closing Working Capital.
Estimated Closing Working Capital Shortfall means the amount, if a positive number, by which the Target Lower Working Capital is greater than the Estimated Closing Working Capital.
Estimated Closing Working Capital Shortfall has the meaning set forth in Section 2.1.1.1.
Examples of Estimated Closing Working Capital Shortfall 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.
More Definitions of Estimated Closing Working Capital Shortfall
Estimated Closing Working Capital Shortfall as defined in Section 1.5(a)(ii).
Estimated Closing Working Capital Shortfall means (a) if Estimated Closing Working Capital is less than Target Net Working Capital by an amount with an absolute value that is greater than the Floor Amount, an amount equal to the difference between Target Net Working Capital and Estimated Closing Working Capital, (b) if Estimated Closing Working Capital is less than Target Net Working Capital by an amount with an absolute value that is less than the Floor Amount, an amount equal to zero and (c) if Estimated Closing Working Capital is equal to or greater than Target Net Working Capital, an amount equal to zero.
Estimated Closing Working Capital Shortfall means the amount, if any, by which Estimated Closing Working Capital is less than [***] (the “Target Net Working Capital”). An example of the calculation of Closing Working Capital as of March 31, 2016 is set forth on Schedule 1.3(a). Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative (i) a balance sheet of the Company as of the Effective Time, dated as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with GAAP (except with respect to year-end adjustments) and, to the extent consistent with GAAP, the Company’s historic accounting practices used in the preparation of the December 31, 2015 balance sheet included in the Financial Statements; provided, that (i) no purchase accounting adjustments in respect of the transactions contemplated by this Agreement shall be made, and (ii) its calculation of Closing Working Capital shall be prepared in a manner consistent with Schedule 1.3(a). The costs, fees and expenses of the preparation of Closing Balance Sheet and Closing Working Capital shall be paid by Buyer.
Estimated Closing Working Capital Shortfall means (a) with respect to the Ardagh Purchased Entities, the amount, if any, by which the Target Closing Working Capital Amount of the Ardagh Purchased Entities exceeds the Estimated Ardagh Closing Working Capital Amount and (b) with respect to the Exal Purchased Entities, the amount, if any, by which the Target Closing Working Capital Amount of the Exal Purchased Entities exceeds the Estimated Exal Closing Working Capital Amount.