Statement of Estimated Working Capital shall have the meaning set forth in Section 2.04(a).

Statement of Estimated Working Capital prepared in accordance with the Transaction Accounting Principles and in the format of the Reference Working Capital Statement, setting forth the estimated Working Capital of the Business as of the opening of business on the Closing Date (“Estimated Working Capital”);

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Schedule 1.3(a) Statement of Estimated Working Capital Schedule 1.4 Closing Date Clients.
Purchaser shall deliver to Seller, within forty-five (45) days, an updated Statement of Working Capital of the Business as of the Closing Date (the “Closing Date Statement of Working Capital”), including substantially the same line items as were included in the Statement of Estimated Working Capital.
The Statement of Estimated Working Capital will exclude the Assumed Liabilities.
The Statement of Estimated Working Capital shall be prepared consistent with GAAP and in the form of Schedule 1.3(a) hereto (including the line items set forth on such Schedule).
The Initial Post-Closing Statement shall be prepared consistently with the Transaction Accounting Principles and shall contain the same line items as the Statement of Estimated Working Capital and the Statement of Estimated Remaining Cash.
For purposes of Article III (Representations and Warranties of Seller), the representations and warranties of Seller shall be deemed to be made as though the assets set forth in Section 5.18 of the Seller Disclosure Schedule were transferred as of the Original Execution Date in accordance with this Section 5.18.
The Statement of Estimated Working Capital, Proposed Statement of Working Capital and Final Statement of Working Capital shall be based upon the books and records of the Company and each of the Subsidiaries and prepared in accordance with GAAP, consistent with and using the same principles, policies, practices, procedures, methods, estimates and calculations, with consistent classifications, judgments and valuation and estimation methods, as those used in preparing the Financial Statements.

More Definitions of Statement of Estimated Working Capital

Statement of Estimated Working Capital prepared in accordance with the Transaction Accounting Principles and in the format of the Reference Working Capital Statement set forth on Exhibit B, setting forth Parent’s good faith estimate of (i) Working Capital (“Estimated Working Capital”), and (ii) (A) the Working Capital Deficit, if any, or (B) the Working Capital Surplus, if any, and (iii) Closing Date Cash (“Estimated Closing Date Cash”), in each case, as of the Closing Time;

Statement of Estimated Working Capital prepared in accordance with the Transaction Accounting Principles and in the format set forth on Exhibit B that contains the same line items, using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies as the Illustrative Calculation of Working Capital set forth as Exhibit B, setting forth Seller’s estimate of the amount of the Working Capital as of the Valuation Time (“Estimated Working Capital”);

Related to Statement of Estimated Working Capital

Estimated Working Capital has the meaning set forth in Section 2.3(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Actual Working Capital has the meaning set forth in Section 2.7(a).
Base Working Capital means negative USD$250,000 in aggregate for the Target Entities.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Target Working Capital means $0.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.
Working Capital Statement has the meaning set forth in Section 2.3(a).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.
Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).
Final Working Capital has the meaning set forth in Section 2.4(b)(iii).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Target Net Working Capital means $0.
Estimate means to be based on technical evaluation of the sources contributing to the discharge including, but not limited to, pump capabilities, water meters, and batch discharge volumes.

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