Estimated Company Indebtedness definition

Estimated Company Indebtedness has the meaning set forth in Section 2.7(a).

Estimated Company Indebtedness is defined in Section 2.5.1.

Estimated Company Indebtedness means the Company’s good faith estimate of the Indebtedness of the Company as of 11:59 p.m. on the date immediately prior to the Closing Date, as set forth in the Estimated Closing Statement.

Examples of Estimated Company Indebtedness in a sentence

• The Sellers’ Representative shall provide the Buyer and its Representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement and Estimated Company Indebtedness upon the Buyer’s request and shall consult in good faith with the Buyer regarding the implementation of any reasonable revisions to the calculations set forth in the Estimated Closing Statement and Estimated Company Indebtedness proposed by the Buyer.

• The Estimated Closing Balance Sheet, Estimated Company Indebtedness, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the Estimated Closing Statement shall be conclusive for purposes of the calculation of the Purchase Price payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.5.

• Any amount by which the Estimated Company Indebtedness exceeds the Final Company Indebtedness shall be an increase to the Purchase Price.

• The “Estimated Purchase Price” shall mean an aggregate amount equal to (i) $820,000,000 (“Enterprise Value”) (ii) minus Estimated Agreed Capital Lease Amount, (iii) plus the amount of Estimated Company Cash (iv) plus the amount by which Estimated Net Working Capital exceeds Target Working Capital, or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital, (v) minus the outstanding amount of Estimated Company Indebtedness, and (vi) minus Estimated Seller Expenses.

• Notwithstanding the foregoing, Cash will be assumed to be $5 million at the Effective Time for purposes of calculating Preliminary Estimated Company Indebtedness and Estimated Company Indebtedness.

More Definitions of Estimated Company Indebtedness

Estimated Company Indebtedness means, if the Closing takes place on (a) January 31, 2013 or February 28, 2013, an amount equal to Seventy Four Million Three Hundred Forty Thousand One Hundred Eighty Two Dollars ($74,340,182), or (b) such other date as permitted or required pursuant to Section 2.3, the amount of outstanding Company Indebtedness as of such date.

Estimated Company Indebtedness has the meaning set forth in Section 2.2(b). “Estimated Purchase Price” has the meaning set forth in Section 2.2(b).

Estimated Company Indebtedness means a good faith estimate by Sellers’ Representative of Company Indebtednessas of the Closing, as set forth in the Estimated Closing Statement.

Estimated Company Indebtedness. “Estimated Cash,” “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment,” and “Estimated Company Transaction Expenses” will be the estimates of Company Indebtedness, Cash, Net Working Capital, the Net Working Capital Adjustment, and Company Transaction Expenses, respectively, as determined in accordance with this Section 2.2(b). Exhibit 2.2(b) sets forth a sample calculation of the Net Working Capital and the resulting Net Working Capital Adjustment as if the Closing Date occurred on August 31, 2021, and the amounts stated therein are for illustrative purposes only.

Estimated Company Indebtedness. “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment,” “Estimated Company Transaction Expenses,” and “Estimated Excess Cash” will be the estimates of Company Indebtedness, Net Working Capital, the Net Working Capital Adjustment, Company Transaction Expenses, and Excess Cash, respectively, as determined in accordance with this Section 2.2(c). Seller will consider in good faith any comments Buyer may have to the Estimated Closing Statement and thereafter determine, in Seller’s sole discretion, whether to amend the Estimated Closing Statement as a result thereof. (d)

Estimated Company Indebtedness means the Company’s good faith estimate of the Indebtedness of the Company as of 11:59 p.m. on the date immediately prior to

Estimated Company Indebtedness has the meaning specified in Section 2.1. “Event” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts. “Excess Closing Cash” has the meaning specified in Section 2.4. “Excess Working Capital” has the meaning specified in Section 2.3. “Exchange Act” has the meaning specified in Section 5.10(b). “Exercise Notice” has the meaning specified in Section 6.5(d). “Export Approvals” has the meaning specified in Section 4.28(a). “Fair Market Value” has the meaning specified in Section 6.5(d). A-7