Estimated Closing Debt definition

Estimated Closing Debt has the meaning set forth in Section 2.6(a).

Estimated Closing Debt means the Company’s good faith estimate of the Closing Debt, as set forth on the Estimated Closing Statement.

Estimated Closing Debt has the meaning specified in Section 4.1(b).

Examples of Estimated Closing Debt in a sentence

• For purposes of determining the Closing Consideration Value on the Closing Date, the parties shall use the Estimated Transaction Expenses, Estimated Transaction Expense Exclusion and the Estimated Closing Debt.

• On the Closing Date, Purchaser shall pay to the Sellers in accordance with Article 2.1(i) the Cash Consideration minus the Estimated Closing Working Capital Adjustment as defined in Exhibit 3, plus the Estimated Closing Cash, less the Estimated Closing Debt, minus the Estimated Vivendi Leakage Amount.

• At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).

• The Preliminary Statement shall be prepared in accordance with the definitions of Estimated Closing Working Capital and Estimated Closing Debt and the definitions included in such definitions.

• The aggregate merger consideration shall be equal to (i) an amount equal to One Hundred Ninety-Five Million Dollars ($195,000,000), (ii) plus the Estimated Closing Cash, (iii) less the Estimated Closing Debt, (iv) less the Estimated Closing Transaction Expenses and (v) subject to the other adjustments as described in Section 2.7(b) below (such net amount, the “Merger Consideration”).

More Definitions of Estimated Closing Debt

Estimated Closing Debt means the aggregate principal amount of indebtedness for money borrowed of the Transferred Subsidiaries as of the Closing, plus the accrued but unpaid interest thereon as of the Closing, as estimated by the Company in good faith.

Estimated Closing Debt shall be Seller’s good faith estimate (on a preliminary basis) of Closing Debt based on the Interim Balance Sheet of the Company with such adjustments as the Seller reasonably believes are necessary to reflect its good faith estimate of changes from the date of such balance sheet to the Closing

Estimated Closing Debt has the meaning set forth in Section 2.04(a). “Estimated Net Working Capital Amount” has the meaning set forth in Section 2.04(a).

Estimated Closing Debt is defined in Section 2.2(a).

Estimated Closing Debt has the meaning set forth in Section 1.3.

Estimated Closing Debt is defined in Section 2.4(b). “Estimated Net Working Capital” is defined in Section 2.4(b). “Estimated Settlement Statement” is defined in Section 2.4(b). “Estimated Transaction Expenses” is defined in Section 2.4(b). “Event of Loss” means a fire, explosion, hurricane, storm surge, natural disaster or other act of God. “Execution Date” is defined in the preamble to this Agreement. “Expiration Date” means (a) with respect to the Debt Financing set forth in the Debt Commitment Letters in effect on the Execution Date, “Expiration Date” as defined in the Debt

Estimated Closing Debt means the Company's good faith written estimate of the Closing Debt, which shall be delivered to Acquisition no more than five (5) nor less than two (2) business days prior to the Closing Date.