Estimated Working Capital Overage means the amount, if any, by which the Estimated Net Working Capital is greater than Target Net Working Capital. If the Estimated Net Working Capital is equal to or lower than Target Net Working Capital, then Estimated Working Capital Overage shall be zero.

Estimated Working Capital Overage shall have the meaning set forth in Section 2.06(b).

Estimated Working Capital Overage shall exist when (and shall be equal to the amount by which) the Estimated Net Working Capital exceeds the Target Net Working Capital.

## Examples of *Estimated Working Capital Overage* in a sentence

As contemplated by Section 1.6(b) , if the Estimated Working Capital is greater than the Target Working Capital, the Initial Merger Consideration will be increased by the amount of such excess (the “

**Estimated Working Capital Overage**”).The term “Estimated Closing Amount” means the sum of (i) the Cash Estimate (expressed as a positive number), minus (ii) the Debt Estimate (expressed as a positive number), plus (iii) the

**Estimated Working Capital Overage**(expressed as a positive number) or the Estimated Working Capital Underage (expressed as a negative number), minus (iv) the Accounts Payable Estimate (expressed as a positive number).

## More Definitions of *Estimated Working Capital Overage*

Estimated Working Capital Overage shall have the meaning set forth in Section 1.4(c).

Estimated Working Capital Overage as applicable, as of Closing and using the Preliminary Inventory Value (in lieu of Inventory Value) calculated pursuant to Section 2.06(a). Buyer shall have the opportunity to review all materials and information used by the Sellers in preparing such estimate, and the Sellers shall make available such personnel as are reasonably necessary to assist Buyer in its review of such estimate.

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

Estimated Working Capital Overage set forth in Section 1.1 (“Certain Definitions”) of the Purchase Agreement is hereby deleted in its entirety.

Estimated Working Capital Overage means the amount by which the Working Capital Estimate exceeds the WC Target.

Estimated Working Capital Overage means the amount, if any, by which Estimated Net Working Capital exceeds $170,000,000.

Estimated Working Capital Overage shall exist when (and shall be equal to the amount by which) the Working Capital Estimate exceeds the Base Working Capital and an "Estimated Working Capital Underage" shall exist when (and shall be equal to the amount by which) the Base Working Capital exceeds the Working Capital Estimate.