Estimated Working Capital Excess definition

Estimated Working Capital Excess means the excess, if any, of (i) the Estimated Working Capital, over (ii) Target Working Capital.

Estimated Working Capital Excess has the meaning set forth in Section 1.3(a).

Estimated Working Capital Excess means the amount by which the Estimated Working Capital exceeds $14,098,000; provided, that, if the Estimated Working Capital is within the Working Capital Collar, then the Estimated Working Capital Excess for purposes of this Agreement shall be deemed to equal $0.

Examples of Estimated Working Capital Excess in a sentence

• To the extent that the Estimated Net Working Capital results in an Estimated Working Capital Excess Amount, the Purchase Price to be paid at Closing will be increased on a dollar-for-dollar basis by the amount of such Working Capital Excess Amount.

• The “Closing Payment” shall be equal to the Unadjusted Merger Consideration, minus the Estimated Working Capital Deficit (if any), plus the Estimated Working Capital Excess (if any), minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, minus the Holder Representative Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Estimated Company Transaction Expenses.

• The term “Purchase Price” means $15,000,000 plus or minus the Estimated Working Capital Excess or Estimated Working Capital Deficit, as the case may be, plus or minus the Spread, as paid in accordance with Section 1.4), and minus the Escrow Bonus Amount.

• In the event that the amount of the total current assets exceeds the amount of the total current liabilities of the Newspapers, as set forth on the Estimated Working Capital Statement, then the Purchase Price shall be adjusted, i.e. increased by the amount of such excess (the "Estimated Working Capital Excess").

• In consideration of the sale, transfer, assignment conveyance and delivery of the LLC Interests pursuant to Section 2.01, the aggregate purchase price for the LLC Interests is an amount equal to (a) $250.0 million, plus (b) the Estimated Working Capital Excess, if any, less (c) the Estimated Working Capital Deficiency, if any (collectively and in the aggregate, the “Purchase Price”), all subject to subsequent final adjustment as provided in Section 2.04.

More Definitions of Estimated Working Capital Excess

Estimated Working Capital Excess means the amount by which the Estimated Working Capital exceeds the Working Capital Target.

Estimated Working Capital Excess. If the Estimated Working Capital is less than the Target Working Capital, such deficit shall be called the “Estimated Working Capital Deficit.” If following delivery of the Estimated Closing Statement, Parent shall consult in good faith with Buyer regarding the amounts and calculations therein, provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, and consider in good faith any comments or modifications from Buyer with respect to such amounts and calculations; provided, that, for the avoidance of doubt, the Estimated Closing Statement as referred to in this Agreement shall refer to the statement delivered pursuant to this Section 2.04 as modified to reflect such comments or modifications from Buyer accepted by Parent (acting in good faith).

Estimated Working Capital Excess means Seller Parent’s good faith estimate of the Working Capital Excess (if any) based on the Estimated Closing Working Capital.

Estimated Working Capital Excess means the difference between the Estimated Working Capital and the Target Working Capital, if the latter is a smaller amount than the former.

Estimated Working Capital Excess. Amount”) or the Working Capital Deficiency Amount (the “Estimated Working Capital Deficiency Amount”), as the case may be. To the extent that the Estimated Net Working Capital results in an Estimated Working Capital Excess Amount, the Purchase Price to be paid at Closing will be increased on a dollar-for-dollar basis by the amount of such Working Capital Excess Amount. To the extent the Estimated Net Working Capital results in an Estimated Working Capital Deficiency Amount, the Purchase Price to be paid at Closing will be decreased on a dollar-for-dollar basis by the amount of such Working Capital Deficiency Amount. The Purchase Price as calculated pursuant to this Section 3.1 is referred to as the “Estimated Purchase Price”.

Estimated Working Capital Excess the amount (if any) by which the Estimated Working Capital Amount exceeds the Working Capital Target;

Estimated Working Capital Excess. Section 2.8(b)(iii) “Exchange Fund” Section 2.5(a) “Final Adjustment Amount” Section 2.9(a) “Final Closing Merger Consideration” Section 2.9(a) “GAAP” Section 4.6 “Governmental Entity” Section 3.2(c) “Governmental Permits” Section 4.21(b) “Holder Adjustment Amount” Section 2.9(d) “Holder Indemnified Party” Section 11.2 “Inbound Licenses” Section 4.12(b) “Indemnified Party” Section 11.3(a) “Indemnifying Party” Section 11.3(a) “Intellectual Property Agreements” Section 4.12(b) “Intellectual Property” Section 4.12(a) “Inventory” Section 4.11(a) “IT Assets” Section 4.13(g) “Joint Indemnification Cap” Section 11.7(a) “Leased Real Property” Section 4.10(c) “Majority Holders” Section 2.7(c) “Material Business Partner” Section 4.15(a) Agreement and Plan of Merger Page 82 Defined Term Section “Merger” Recitals “Merger Consideration” Section 2.1 “Merger Sub” Preamble “Objection Notice” Section 2.9(b) “Option Payments” Section 2.3 “Organizational Documents” Section 4.2 “Outbound License” Section 4.12(b) “Outside Date” Section 10.1(b) “Paying Agent” Section 2.5(a) “Paying Agent” Section 9.2(j)(i) “Performance Objective” Section 2.10(a)