Estimated Purchase Price definition

Estimated Purchase Price has the meaning set forth in Section 2.2.2(b).

Estimated Purchase Price has the meaning set forth in Section 2.4(a).

Estimated Purchase Price has the meaning set forth in Section 3.3.

Examples of Estimated Purchase Price in a sentence

• At least ten (10) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement, prepared in accordance with the Accounting Principles (the “Estimated Purchase Price Statement”), setting forth Seller’s good faith estimates of the Estimated Accrued Leave Liability, the Estimated Net Book Value of Designated Excluded Assets and the calculation of the Estimated Purchase Price, as determined in accordance with Section 2.05 (the “Estimated Purchase Price”).

• Schedule A sets forth a hypothetical sample Estimated Closing Statement, which illustrates the method by which the Estimated Purchase Price would have been calculated if the Closing occurred on June 30, 2018 (the “Example Closing Statement”) and the accounting methodologies, principles and procedures used in the calculation of the Estimated Purchase Price.

• Within five (5) days after the delivery of the Estimated Closing Statement, if Purchaser has any objections to Seller’s calculation of the Estimated Purchase Price, Purchaser may provide a written statement of its objections to Seller.

• Buyer will pay to Seller an amount equal to the Estimated Purchase Price by wire transfer, in lawful money of the United States of America in immediately available funds, to such account as Seller shall have designated by notice to Buyer.

• In such event: (i) the applicable Selling Entity will not be obligated to sell, and the applicable Buyer will not be obligated to purchase, any of the India Shares at the Closing; (ii) the portion of the Estimated Purchase Price indicated as being attributable to the India Shares on Schedule 1.5 shall be deducted from the Estimated Purchase Price payable at Closing; and (iii) the terms of this Section 1.6 shall govern the sale and purchase of the India Shares.

More Definitions of Estimated Purchase Price

Estimated Purchase Price has the meaning ascribed to it in Section 1.05.

Estimated Purchase Price is defined in Section 2.3.

Estimated Purchase Price means (i) the Enterprise Value, plus (ii) the Estimated Cash, minus (iii) the Payoff Indebtedness, minus (iv) the Adjustment Escrow Amount, minus (v) the Initial Cash Retention Amount, minus (vi) the Indemnity Escrow Amount, minus (vii) the Estimated Transaction Expenses, minus (viii) the Seller Representative Expense Amount.

Estimated Purchase Price means the Purchase Price as set forth on the Draft Closing Statement.

Estimated Purchase Price means an amount equal to:

Estimated Purchase Price means the Purchase Price, as defined herein, but determined on an estimated basis by the Seller Parties in good faith and as reflected in the certificate referred to in Section 2.6(a).

Estimated Purchase Price means (i) $307,000,000, plus (ii) Estimated Cash on Hand, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Unpaid Sold Company Transaction Expenses, plus (v) the amount (if any) by which Estimated Net Working Capital exceeds Target Net Working Capital by more than $100,000, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds Estimated Net Working Capital by more than $100,000, minus (vii) the Aggregate Replacement Option Value.