Common use of Estimated Closing Date Net Working Capital Clause in Contracts

Estimated Closing Date Net Working Capital. Company shall prepare and deliver to Purchaser at the Closing a good faith estimate of Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), determined in accordance with the Net Working Capital Principles as if it were the actual Closing Date Net Working Capital, but based upon Company’s review of financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to Company in the ordinary course of business. The Estimated Closing Date Net Working Capital calculation shall be subject to the approval of Purchaser, which cannot be unreasonably withheld. At the Closing, the amount by which Estimated Closing Date Net Working Capital is less than or more than Target Net Working Capital (the “Estimated Net Working Capital Adjustment”) will be reduced or increased dollar-for-dollar from the Initial Purchase Price in determining the Closing Consideration as set forth in Section 2.3(a) above.

Estimated Closing Date Net Working Capital. Company shall prepare and deliver to Purchaser at the Closing a good faith estimate of Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), determined in accordance with the Net Working Capital Principles as if it were the actual Closing Date Net Working Capital, but based upon Company’s review of financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to Company in the ordinary course of business. The Estimated Closing Date Net Working Capital calculation shall be subject to the approval of Purchaser, which cannot be unreasonably withheld. At the Closing, the amount by which Estimated Closing Date Net Working Capital is less than or more than Target Net Working Capital (the “Estimated Net Working Capital Adjustment”) will be reduced or increased dollar-for-dollar from the Initial Company Purchase Price in determining the Closing Company Consideration as set forth in Section 2.3(a2.4(a) above.