Estimated Closing Cash Purchase Price definition

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

Estimated Closing Cash Purchase Price means an amount equal to the Base Cash Purchase Price, plus:

Estimated Closing Cash Purchase Price has the meaning referred to in Section 2.3(a).

Examples of Estimated Closing Cash Purchase Price in a sentence

• The Estimated Closing Cash Purchase Price will be adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital, as shown on the Estimated Closing Balance Sheet, is below the Base Net Working Capital Amount and (ii) upwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital is above the Base Net Working Capital Amount.

• At the Closing, Buyer will have sufficient funds to permit it to consummate the transactions contemplated by this Agreement, including payment of the Estimated Closing Cash Purchase Price.

• The purchase price for the Shares (the “Purchase Price”) shall equal the (a) sum of (i) the Estimated Closing Cash Purchase Price and (ii) whether positive or negative, if applicable, the Adjustment Amount plus (b) the Stock Consideration.

• Your health club or fitness program must fall within the definition of a health club as follows: Definition of a Health Club: Qualifying facilities are defined as Health Clubs and Fitness Programs that provide cardiovascular and strength training equipment and/or facilities for exercising and improving physical fitness.

• The “ Adjustment Amount,” which may be positive or negative, shall mean the Closing Cash Purchase Price (as finally determined in accordance with this Section 2.06) minus the Estimated Closing Cash Purchase Price.

• The Estimated Closing Cash Purchase Price will be adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital, as shown on the Estimated Closing Balance Sheet, is below the Base Net Working Capital Range and (ii) upwards on a dollar-for-dollar basis to the extent that the Adjusted Closing Net Working Capital is above the Base Net Working Capital Range.

• Notwithstanding anything herein to the contrary, none of the Buyer Indemnitees shall be entitled to (i) a duplicative recovery for the same Loss with respect to Taxes under Article XI and Article XII or (ii) a recovery for a Loss with respect to Taxes to the extent such Taxes were included in the calculation of the Estimated Closing Cash Purchase Price or the Final Closing Cash Purchase Price.

• The Estimated Closing Cash Purchase Price will be further adjusted (i) downwards on a dollar-for-dollar basis to the extent that the Closing Cash is less than zero and (ii) upwards on a dollar-for-dollar basis to the extent that the Closing Cash is greater than zero.

• The Estimated Closing Cash Purchase Price shall be paid by Buyer or a wholly-owned Subsidiary of Buyer at the Closing in accordance with Section 2.3(a).

• The Estimated Closing Cash Purchase Price shall be paid by ICF to the Shareholder.

More Definitions of Estimated Closing Cash Purchase Price

Estimated Closing Cash Purchase Price. Section 2.4(b)

Estimated Closing Cash Purchase Price. Buyer shall pay the amount of such difference to Seller in cash, consisting of immediately available funds, within 10 days after finalization thereof, and if the Final Cash Purchase Price is less than the Estimated Closing Cash Purchase Price, Seller shall pay the amount of such difference to Buyer in cash, consisting of immediately available funds, within 10 days after finalization thereof.

Estimated Closing Cash Purchase Price means an amount equal to (i) the Base Purchase Price, (ii) plus the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital or minus the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, (iii) plus the Estimated Net Capital Expenditure Amount, (iv) minus the Estimated Assumed Equipment Note Debt.