Estimated Closing Adjustment definition

Estimated Closing Adjustment shall have the meaning set forth in Section 2.3(b).

Estimated Closing Adjustment means the estimated amount of the Closing Adjustment Items as of the Closing Date to be delivered with the Estimated Closing Adjustment Statement in accordance with the provisions of Section 1.07(a).

Estimated Closing Adjustment has the meaning set forth in Section 17.7(a). “Estimated Closing Statement” has the meaning set forth in Section 17.7(a). “Estimated Purchase Price” has the meaning set forth in Section 17.7(a). “Excluded Assets” has the meaning set forth in Section 16.2.

Examples of Estimated Closing Adjustment in a sentence

• The estimate of the amount of the Closing Adjustment, as set forth on the Estimated Closing Adjustment Statement, is referred to herein as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment Statement, and the component items thereof, will be prepared in accordance with the Accounting Principles and the books and records of the Business.

• If the sum of the Estimated Closing Adjustment Amounts for the Specified Businesses is a positive number, then the Purchase Price payable at the Closing shall be increased by such sum.

• The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment.

• If the sum of the Estimated Closing Adjustment Amounts for the Specified Businesses is a negative number, then the Purchase Price payable at the Closing shall be decreased by the absolute value of such sum.

• If all disputed issues are resolved, the amounts as agreed upon by the Buyer and the Company shall be used to determine the Estimated Closing Adjustment.

More Definitions of Estimated Closing Adjustment

Estimated Closing Adjustment means the sum of the estimated amount of the Closing Adjustment Items as of the Closing Date to be delivered with the Estimated Closing Adjustment Statement in accordance with the provisions of Section 2.6(a).

Estimated Closing Adjustment has the meaning given to such term in Section 1.4(a).

Estimated Closing Adjustment means an amount (which may be a positive or negative amount) equal to (a)(1) if the amount of the Estimated Net Working Capital is greater than the Target Net Working Capital, the dollar amount of such difference (expressed as a positive number) or (2) if the amount of the Estimated Net Working Capital is less than the Target Net Working Capital, the dollar amount of such difference (expressed as a negative number), plus (b) Estimated Closing Date Cash.

Estimated Closing Adjustment means (a) the Estimated Closing Cash, minus (b) the Estimated Closing Debt Amount, minus (c) the Estimated Negative Working Capital Adjustment (if any), plus (d) the Estimated Positive Working Capital Adjustment (if any).

Estimated Closing Adjustment shall have the meaning set forth in Section 1.11(a).

Estimated Closing Adjustment has the meaning set forth in Section 2.05(a)(ii).

Estimated Closing Adjustment has, in respect of each Purchaser, the meaning set forth in Section 3.5(a).