Estimated Closing Date Statement definition

Estimated Closing Date Statement has the meaning set forth in Section 2.8(a).
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Estimated Closing Date Statement means a certificate containing the Estimated Closing Date Net Working Capital to be prepared in good faith by the Seller in accordance with the Working Capital Rules and delivered to the Purchaser at least one (1) Business Day prior to the Closing Date;
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Estimated Closing Date Statement means the statement which shall reflect the Company’s good faith estimate of Cash Amount, Debt Amount, Unpaid Company Transaction Expenses and Closing Working Capital.
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Examples of Estimated Closing Date Statement in a sentence

  • The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith.

  • The Company will prepare or cause to be prepared in good faith and delivered to Parent not later than five (5) Business Days prior to the anticipated Closing Date the Estimated Closing Date Statement, together with a written statement of the Company, signed by an executive officer of the Company, setting forth in reasonable detail (and together with reasonable supporting documentation) the calculations to be set forth on the Transaction Consideration Disbursement Schedule.

  • Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.8.

  • Buyer may until two (2) Business Days prior to the Closing Date provide Seller with comments to the Estimated Closing Date Statement and Seller shall consider in good faith Buyer’s reasonable comments.

  • The Estimated Closing Date Statement will be prepared in accordance with the Accounting Policies.


More Definitions of Estimated Closing Date Statement

Estimated Closing Date Statement means the statement prepared by Seller reflecting Seller’s good faith estimate of the Estimated Cash, Estimated Indebtedness, Estimated Company Transaction Expenses and Estimated Net Working Capital.
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Estimated Closing Date Statement means Parent's good-faith estimate of the Closing Date Statement.
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Estimated Closing Date Statement is defined in Section 1.2.2.
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Estimated Closing Date Statement has the meaning assigned to that term in Section 2.3 of this Agreement.
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Estimated Closing Date Statement shall have the meaning given to such term at Section 1.6(a).
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Estimated Closing Date Statement see Section 2.1.1.
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Estimated Closing Date Statement means the Estimated Closing Date Statement as reviewed and certified by Coopers & Lybrxxx X.X.P to accurately set forth the actual amount (rather than the Seller's good faith estimate) as of the Calculation Date of each of the amounts required to be set forth in the Estimated Closing Date Statement. Following the Certified Statement Date (and except as provided in Section 5.2.2(b)), the Seller may only distribute that portion of the Class Four Creditor Value Share that exceeds the Reserved Value Share (as defined below). The "Reserved Value Share" means the sum of $285 million plus (x) if the Certified Statement Date is the date of delivery of the Final Closing Date Statement, an amount (which will not be less than zero) equal to the remainder
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