Estimated Closing Working Capital Amount definition

Estimated Closing Working Capital Amount has the meaning set forth in Section 2.05(b).

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Estimated Closing Working Capital Amount means the Closing Working Capital Amount as estimated and determined by Sellers' Representative in accordance herewith as of three Business Days prior to the Closing, and calculated in accordance with the methodology set forth on Schedule 1.01(a).

Estimated Closing Working Capital Amount. The Estimated Closing Working Capital Statement has been prepared by the Company in accordance with past practices.

Examples of Estimated Closing Working Capital Amount in a sentence

The Company will review any comments on the Estimated Closing Working Capital Amount made by Parent and will consider, in good faith, any appropriate changes.
The Estimated Closing Balance Sheet and the Estimated Closing Working Capital Amount shall be prepared by the Company in accordance with GAAP using the same practices, procedures, principles, classifications and methodologies applied in the preparation of the Company Balance Sheet (including with respect to the establishing of reserves).
If the Estimated Closing Working Capital Amount is greater than the Target Working Capital Amount, then the Adjusted Transaction Value will be increased by the amount by which the Estimated Closing Working Capital Amount is greater than the Target Working Capital Amount.
If the Closing Working Capital Amount is less than the Estimated Closing Working Capital Amount, then the Merger Consideration will be adjusted downward by the amount of such shortfall (the “Downward Post-Closing Adjustment Amount”), and (i) Purchaser and Stockholders’ Representative shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to pay to Purchaser of the Escrow Funds an amount equal to the Downward Post-Closing Adjustment Amount.
The “Post-Closing Working Capital Adjustment Amount” means the amount of Closing Working Capital Amount set forth in the Final Working Capital Statement less the Estimated Closing Working Capital Amount.

Estimated Closing Working Capital Amount is defined in Section 1.3(a).

Estimated Closing Working Capital Amount. For purposes of this Agreement, “Working Capital” shall mean the sum of accounts receivable (net of all related reserves, including those for doubtful accounts, product returns and sales credits), inventory (net of applicable reserves, including those for shrinkage and obsolescence), prepaid assets, less the sum of accounts payable (including payables for goods received but not invoiced), reserves for customer rebates of any kind, accrued expenses (including any salary, bonus, vacation and other benefit accrual for all periods ending on or prior to the Closing Date), but excluding amounts payable under the Demand Note, any obligations of the Company to pay any expenses pursuant to Section 11.11 of this Agreement, the net receivable from Firstline

Estimated Closing Working Capital Amount. The Working Capital Amount of Seller as of 11:59 P.M. (Central Time) on the Closing Date, as estimated in good faith by Seller no more than two Business Days prior to the Closing Date.

Estimated Closing Working Capital Amount has the meaning set forth in Section 2(e)(i)(A) of the Agreement.

Estimated Closing Working Capital Amount means Seller’s good faith estimate of the Closing Working Capital Amount.

Estimated Closing Working Capital Amount is defined in Section 1.8(c)(vi).

Estimated Closing Working Capital Amount. Section 3.1.1 "Financial Statements" Section 5.3.1.2 "Fully Diluted Shares" Section 1.2.33 "Hazardous Substance" Section 5.15 "Hold-Back Amount" Section 3.1.1 "Indemnified Party" Section 10.6 "Indemnifying Party" Section 10.6 "Initial Sellers" Recitals "Insurance Policies" Section 5.12 "Interim Financials" Section 5.3.1.2 "IRS" Section 5.13.4 "Lease Consents" Section 7.3.3 "Leases" Section 5.7.2 "Licenses" Section 5.9.2 "Maximum Aggregate Loss" Section 10.3.1 "Option Consideration" Section 2.2 "Option Hold-Back Amount" Section 3.1 "Options" Section 2.2 "Option Working Capital Hold-Back"