Estimated Net Working Capital Statement definition

Estimated Net Working Capital Statement has the meaning set forth in Section 2.3(a).

Estimated Net Working Capital Statement means an estimated unaudited statement of Net Working Capital at the close of business on the Closing Date, prepared in accordance with GAAP.

Estimated Net Working Capital Statement means a written statement prepared by Seller, executed by an executive officer of Seller, and dated as of the Closing Date, in the form provided by Buyer to Seller prior to the Closing Date, and reasonably acceptable to Buyer: (a) stating Seller’s good faith estimate, as of immediately prior to the Closing Effective Time, of the Estimated Net Working Capital Amount; and (b) illustrating the calculation of the Estimated Net Working Capital Amount, including: (i) the amount of each line item component of the consolidated total current assets of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); (ii) the amount of each line item component of the consolidated total current liabilities of Seller included in the Estimated Net Working Capital Amount (corresponding to the line items set forth in the Estimated Seller Balance Sheet to the maximum extent practicable); and (iii) the Estimated Net Working Capital Adjustment Amount.

Examples of Estimated Net Working Capital Statement in a sentence

• The Estimated Net Working Capital Statement, the Estimated Net Working Capital calculation and the Closing Amount calculation shall be subject to review by the Buyer prior to the Closing.

• Employee benefit obligations (continued) Statement of Financial Performance obligation for:Post-employment medical benefits6,240,08017,405,031Long Service Award loss1,793,054328,267 8,033,13417,733,298 SENSITIVITY ANALYSIS The results presented are based on a number of assumptions.

• Except as set forth in Part 2.4(e) of the Disclosure Schedule, all prepaid expenses of Company set forth on the Estimated Net Working Capital Statement: (i) represent valid prepaid expenses and deferred tax assets of Company arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be expended or used in full in the ordinary course of business, without any counterclaim or set off in accordance with applicable Legal Requirements.

• The Estimated Net Working Capital Statement provides an accurate and complete breakdown of all prepaid expenses of Company as of the Closing Date.

• At least three (3) Business Days prior to the Closing Date, Sellers shall deliver to the Buyer a certificate executed by the Chief Financial Officer of the Sellers or his designee attaching the Estimated Net Working Capital Statement and setting forth the Sellers’ best good faith estimate of the Estimated Net Working Capital (including the Estimated Inventory Value and the prorated amount of the Payables, as determined pursuant to Section 2.4) and the Closing Amount.

More Definitions of Estimated Net Working Capital Statement

Estimated Net Working Capital Statement has the meaning given to it in Section 1.16(a).

Estimated Net Working Capital Statement setting forth each Acquired Company’s calculation of the estimated Net Working Capital of such Acquired Company as of the close of business on the day immediately preceding the Effective Date and the aggregate amount of such calculations (the “Estimated Effective Date Net Working Capital”) calculated, in each case, in good faith and in accordance with GAAP using the same methodologies, procedures and principles set forth on Exhibit B.

Estimated Net Working Capital Statement has the meaning set forth in Section 2.8(a).

Estimated Net Working Capital Statement setting forth in reasonable detail Seller’s good faith estimate of the Net Working Capital (the “Estimated Net Working Capital”), which statement shall set forth in reasonable detail the basis for the estimate. The Estimated Net Working Capital Statement shall be prepared on a basis consistent with the preparation of, and shall be substantially identical in form to, the Example Net Working Capital Statement. The Closing Payment shall be increased to the extent the Estimated Net Working Capital exceeds the Net Working Capital Target or reduced to the extent Net Working Capital Target exceeds the Estimated Net Working Capital (the “Net Working Capital Adjustment”); provided, that no adjustment shall be made if the difference between Estimated Net Working Capital and the Net Working Capital Target does not exceed $50,000 (the “Working Capital Cushion”).

Estimated Net Working Capital Statement has the meaning set out in the Assignment and Assumption Agreement;

Estimated Net Working Capital Statement setting forth Seller’s good faith estimation of the Net Working Capital of Seller (the “Estimated Net Working Capital”) as of the Closing Date, along with Seller’s calculations of the Estimated Net Working Capital. The Estimated Net Working Capital Statement shall be prepared on a basis consistent with the preparation of, and shall be substantially identical to the form of, the Net Working Capital Target Statement. The Closing Payment shall be increased to the extent of any excess of the Estimated Net Working Capital above the Net Working Capital Target or reduced to the extent any excess of the Net Working Capital Target above the Estimated Net Working Capital (the “Net Working Capital Adjustment Amount”), in accordance with Section 2.7(b).

Estimated Net Working Capital Statement means the estimated working capital statement to be delivered to the Purchaser by the Vendors in accordance with Section 2.5(2) in a form attached as Section 1.1 of the Disclosure Letter.