Estimated Closing Indebtedness means the Company's good faith estimate of the Closing Indebtedness as of the Effective Time as set forth in the Closing Statement delivered pursuant to Section 2.11(a), as such amount may be adjusted by mutual agreement of Buyer and the Company prior to Closing pursuant to Section 2.11(c).
Examples of Estimated Closing Indebtedness in a sentence
The Seller shall, and shall cause the Seller Entities to, promptly deliver all notices, terminate all commitments and take all other actions reasonably requested by Parent to facilitate the repayment in full and termination of the Estimated Closing Indebtedness and the release of any related Encumbrances, effective as of the Closing.
The Pre-Closing Working Capital, the Estimated Working Capital Adjustment Amount, Estimated Closing Indebtedness and the Estimated Retained Cash shall be set forth in U.S. dollars after any applicable portion thereof denominated in a currency other than U.S. dollars has been converted to U.S. dollars at the foreign exchange reference rate with respect to such currency published in the Wall Street Journal on the date that the Estimate is delivered pursuant to this Section 1.6.
In the event that Purchaser does not deliver the Closing Balance Sheet and the Closing Statement within such 75-day period, Purchaser shall be conclusively deemed to have accepted the Estimated Cash on Hand, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses as the Cash on Hand, the Closing Indebtedness, and the Company Transaction Expenses, respectively.
The Closing Cash Payment shall be calculated as follows: (a) $45,000,000, minus (b) the aggregate amount of the Estimated Closing Indebtedness, minus (c) the aggregate amount of the Estimated Transaction Expenses.
The estimated amounts of the Cash Consideration, Working Capital Amount, Closing Cash Amount, Closing Indebtedness Amount and Closing Transaction Expense Amount, as determined pursuant to this Section 1.4, are referred to herein as the "Estimated Cash Consideration", "Estimated Working Capital Amount", "Estimated Closing Cash Amount", "Estimated Closing Indebtedness Amount" and "Estimated Closing Transaction Expense Amount", respectively.