Estimated Closing Cash Amounts and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zero.

Estimated Closing Cash Amounts means Estimated Everest Closing Cash Amounts plus Estimated Olympus Closing Cash Amounts.

Estimated Closing Cash Amounts has the meaning provided such term in Section 2.5(a).

Examples of Estimated Closing Cash Amounts in a sentence

Sellers shall provide any additional supporting documentation or information reasonably requested by Buyer and shall consider in good faith any comment or objection of Buyer to the calculation of Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts.
The Estimated Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts, the Estimated Closing Indebtedness and the Estimated Pre-Closing Reseller Conversion Amount shall be used to calculate the Closing Purchase Price to be paid by Buyer to Seller at the Closing.
For the avoidance of doubt, Cash Amounts shall not include any amounts used to pay Transaction Expenses at the Closing after the measurement time for Estimated Closing Cash Amounts.

More Definitions of Estimated Closing Cash Amounts

Estimated Closing Cash Amounts and “Estimated Closing Debt,” respectively, for purposes of this Agreement; provided, however, that Buyer shall be given the opportunity to consult with Seller respecting the foregoing estimates and Seller shall use reasonable efforts to consider and incorporate Buyer’s reasonable comments in preparing the Closing Statement and any item set forth therein unless Seller reasonably determines in good faith that the Independent Accounting Firm would not agree that such comments are appropriate in the circumstances. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement, shall be prepared in accordance with the Transaction Accounting Principles and shall be supported by the books and records of the Business. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Debt, shall be used to calculate the Closing Purchase Price to be paid by Buyer to Seller at the Closing.

Related to Estimated Closing Cash Amounts

Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Estimated Cash has the meaning set forth in Section 2.4(a).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Working Capital Escrow Amount means $2,000,000.
Closing Date Cash has the meaning specified in Section 3.4(a).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.
Closing Payment has the meaning set forth in Section 2.2(a).
Earnout Amount has the meaning set forth in Section 2.7(a).

Estimated Closing Cash Amounts definition

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