Examples of Estimated Company Net Working Capital in a sentence
Cell C and any of its agents, directors, affiliates, members or employees shall not be responsible in any way for claims, loss or damages (either direct, indirect, consequential or otherwise), arising from customers' use of any of the PINNACLE packages.
If Buyer does not deliver such statement by such deadline then the Estimated Company Net Working Capital Statement shall become the Closing Company Net Working Capital Statement (which statement shall remain subject to examination and objection by Seller in accordance with Section 2.4(c)).
The “ Working Capital Adjustment” shall mean an amount equal to the difference between the Company Net Working Capital Amount as conclusively determined pursuant to Paragraphs 3.3.1 through 3.3.3 and the Estimated Company Net Working Capital Amount.
The parties acknowledge and agree that for the purposes of determining Estimated Company Net Working Capital and Actual Company Net Working Capital (defined below), the liabilities of the Company shall not include the VS&A Fee.
Attached hereto as S chedule 2.3(a) is the Closing Financial Certificate, prepared and delivered by the Company, containing an estimated balance sheet of the Company as of the Closing Date, and setting forth the Company’s good faith estimate of (i) the Estimated Company Net Working Capital, (ii) the Estimated Closing Company Closing Debt, (iii) the Estimated Closing Company Closing Cash and (iv) the Estimated Company Merger Expenses.
Alloy shall have received a certificate prepared by the Company and dated as of the Closing Date (the "Closing Financial Certificate"), setting forth an estimate of the Net Working Capital of the Company as of the Closing Date (the "Estimated Company Net Working Capital").
If the Company Net Working Capital Amount is lower than the Estimated Company Net Working Capital Amount, then, within thirty (30) Business Days of the conclusive determination of the Company Net Working Capital Amount, Seller 1 shall pay to Purchaser the Working Capital Adjustment, such payment to be made by wire transfer of immediately available funds to a bank account specified by Purchaser in writing.