Estimated Net Working Capital Overage definition

Estimated Net Working Capital Overage means the amount, if any, by which the Estimated Net Working Capital is greater than the applicable Target Net Working Capital.
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Estimated Net Working Capital Overage means the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital.
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Estimated Net 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.
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Examples of Estimated Net Working Capital Overage in a sentence

  • At the Closing, the Purchase Price will be (a) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (as applicable), (b) increased by up to $15,000,000 (or such other amount as the parties shall agree) of Estimated Closing Cash, (c) decreased by the Estimated Company Transaction Expenses and (d) decreased by the Estimated Company Debt (such adjusted amount, the “Adjusted Purchase Price”).

  • At least five calendar days prior to the Closing, the Company will deliver to Purchaser a statement (the “Estimated Adjustment Statement”) setting forth the Company’s estimate of Cash, Indebtedness, unpaid Transaction Expenses and Net Working Capital as of the Closing Date, in each case prepared in accordance with the Calculation Principles, and the resulting calculation of the Estimated Net Working Capital Overage, if any, and the Estimated Net Working Capital Deficiency, if any.

  • At the Closing, the Purchase Price will be (i) increased or decreased (as applicable) by the Estimated Net Working Capital Overage or the Estimated Net Working Capital Shortage (ii) increased by the Estimated Closing Cash and (iii) decreased by the amount required at Closing to discharge in full the Company Debt and the amount required at Closing to discharge in full the Company Transaction Expenses (including Company Transaction Expenses payable following the Closing).

  • Prior to three Business Days prior to the Closing, Seller shall deliver to Buyer a written good faith estimate (the “Net Working Capital Estimate”) of the Net Working Capital as of the Closing without giving effect to any of the Contemplated Transactions and determined in accordance with the Applicable Accounting Principles, together with supporting calculations and any resulting Estimated Net Working Capital Overage or Estimated Net Working Capital Underage.


More Definitions of Estimated Net Working Capital Overage

Estimated Net Working Capital Overage as defined in Section 2.8.
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Related to Estimated Net Working Capital Overage

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

  • Target Working Capital Amount means $162,000,000.