Definition of Estimated Closing Indebtedness


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).
Sample 1 Sample 2 Sample 3

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.
If the Closing Indebtedness is greater than the Estimated Closing Indebtedness, then the Purchase Price shall be reduced by the amount by which the Closing Indebtedness exceeds the Estimated Closing Indebtedness and the Per Share Merger Consideration shall be reduced accordingly.
Sellers shall 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 (excluding accrued Taxes and Transaction Expenses) and the release of any related Encumbrances, effective as of the Closing.
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 adjustment made to Cash Merger Consideration in this paragraph (b) and based on the Estimated Closing Cash and Estimated Closing Indebtedness is referred to herein as the "Initial Adjustment" and shall be subject to subsequent adjustment as provided in paragraphs (c), (d) and (e) below.