Estimated Closing Working Capital Statement has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Working Capital Statement. As defined in Section 3.3.1.
Estimated Closing Working Capital Statement shall have the meaning set forth in Section 3.11(a)(i) hereof.
Examples of Estimated Closing Working Capital Statement in a sentence
Notwithstanding anything to the contrary contained in this Agreement, and regardless of their being reflected on the Balance Sheet, intercompany obligations attributable to the Southern Business (if any) other than trade receivables and payables shall not be included in any of the Purchased Assets, Assumed Liabilities, Working Capital, Estimated Closing Working Capital Statement or Closing Working Capital Statement.
For instance, if Transdev is correct that Blackstreet has accepted Transdev’s Estimated Closing Working Capital Statement (or that its objections were invalid), I likely never reach the indemnification question.
The calculation of Estimated Closing Working Capital in the Estimated Closing Working Capital Statement shall be subject to Buyer’s review and approval, which shall not be unreasonably withheld.
It seeks a declaration that Blackstreet failed to make a timely objection to the Estimated Closing Working Capital Statement, and thus has waived its contractual right to object.
For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0.
More Definitions of Estimated Closing Working Capital Statement
Estimated Closing Working Capital Statement has the meaning given in Section 1.7(b)(ii). “Estimated Company Debt” means the Company Debt estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, without giving effect to the consummation of the Transactions, as set forth in the Allocation Certificate. “Estimated Net Working Capital” means Net Working Capital estimated as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as set forth in the Allocation Certificate. “Excess Cash” means the aggregate amount of cash and cash equivalents held by the Company and its Subsidiaries as of 11:59 PM Eastern Time on the day immediately preceding the Closing Date, as determined in accordance with GAAP, which amount can be a positive or negative integer. For purposes of the foregoing, cash shall represent book cash and shall be net of all reconciling items, including outstanding checks, deposits in transit and other reconciling items. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exercise Price” means the sum of the aggregate exercise prices of In-the-Money Company Options 6
Estimated Closing Working Capital Statement has the meaning given to such term in Section 2.06(a)(i) of this Agreement.
Estimated Closing Working Capital Statement setting forth a good faith estimate of the Working Capital of the Company as of the Closing Date (the “Estimated Closing Working Capital Amount”), which estimate shall be, in all cases, reasonably acceptable to Purchaser. The “Estimated Working Capital Adjustment” shall be: (i) if the Estimated Closing Working Capital Amount exceeds $1,600,000 (the “Upper Target Working Capital Amount”), an amount equal to (A) the Estimated Closing Working Capital Amount, minus (B) the Upper Target Working Capital Amount, or (ii) if the Estimated Working Capital Amount is less than $1,200,000 (the “Lower Target Working Capital Amount”), an amount equal to (X) the Estimated Closing Working Capital Amount, minus (Y) the Lower Target Working Capital Amount (which amount shall be a negative number). If the Estimated Closing Working Capital Amount is less than or equal to the Upper Target Working Capital Amount and greater than or equal to the Lower Target Working Capital Amount, then the Estimated Working Capital Adjustment shall be zero.
Estimated Closing Working Capital Statement setting forth a good faith estimate (the “Estimated Closing Working Capital”) consisting of (a) a list of current accounts receivable of the Seller (Section 2.23) in the amount of $78,833.33, less (b) certain liabilities of the Seller that constitute the Assumed Liabilities(Section 1.2(a)(i)) in the amount of $310,833.33, determined as of 12:01 a.m. on the Closing Date (the “Closing Working Capital”), such that the Closing Working Capital equals negative two hundred and fifty thousand dollars ($-250,000.00).
Estimated Closing Working Capital Statement. Section 2.04(a)(ii) “FCPA” Section 3.13(v) “Financial Statements” Section 3.06 “Fundamental Representations” Section 7.04 “GAAP” Section 4.09
Estimated Closing Working Capital Statement along with reasonable documentation supporting the calculation of the estimated Closing Working Capital. The Estimated Closing Working Capital Statement shall be prepared by Sellers and the Company in accordance with Korean GAAP applied using the same Methodologies that were used in the preparation of the Company Financial Statements as if Estimated Closing Working Capital Statement were being prepared as of a fiscal year end; provided, however, that in the event there is a conflict between Korean GAAP and the Methodologies that were used in the preparation of the Company Financial Statements, the Methodologies under Korean GAAP shall be used in preparing the Estimated Closing Working Capital Statement.
Estimated Closing Working Capital Statement. Section 2.5(a)(iii) “Estimated Company Indebtedness” Section 2.5(a)(i) “Estimated Company Transaction Expenses” Section 2.5(a)(i) “Final Cash and Cash Equivalents” Section 2.6 “Final Closing Working Capital” Section 2.6 “Final Company Indebtedness” Section 2.6 “Final Company Transaction Expenses” Section 2.6 “Final Determination” Section 7.7 “Financial Statements” Section 3.4(a) “Xxxxxxx” Section 8.4(a) “Hazardous Material” Section 3.14