Estimated Net Debt definition

Estimated Net Debt shall have the meaning ascribed to it in Section 2.2.

Estimated Net Debt has the meaning set forth in Section 3.6(a).

Estimated Net Debt has the meaning set forth in Section 1.4.

Examples of Estimated Net Debt in a sentence

• The Purchaser and its Representatives, including the Purchaser’s independent accountants, shall have access to all work papers of the Company and its Representatives, including its independent accountants, relating to the Estimated Net Debt.

• If the Purchaser disputes the Estimated Net Debt (or any portion thereof) prior to the Closing, then the Purchaser and the Company shall negotiate in good faith to resolve any such dispute at or prior to the Closing.

• For avoidance of doubt, if the Estimated Net Debt is a positive number, then no Net Debt-related adjustment shall be made to the Purchaser Stock Consideration.

• The Estimated Net Debt calculation shall be prepared by the Company in accordance with past practices consistently applied.

• The Cash Escrow Fund shall be used only in connection with adjusting the Cash Merger Consideration as a result of differences between the Estimated Net Debt at Closing and the Final Net Debt at Closing as set forth in Section 2.02 of the Merger Agreement.

More Definitions of Estimated Net Debt

Estimated Net Debt means the amount of the Net Debt estimated by the Vendors Representative pursuant to Clause 3.2.1 (Determination of the Estimated First Tranche Purchase Price).

Estimated Net Debt means the Seller’s reasonable estimate of Net Debt at the Effective Time and as set out in the Indebtedness and EBITDA Schedule. This amount can be a positive or negative number;

Estimated Net Debt means US$[•], calculated using an estimated Closing Date exchange rate of R$2.20/US$ 1.00, calculated pursuant to the method described in Exhibit E.

Estimated Net Debt means the Net Debt as of the Closing Date as set forth on the Estimated Closing Date Balance Sheet and calculated pursuant to the formula set forth on Schedule 1.1(a).

Estimated Net Debt means the estimate of Net Debt to be prepared by the Seller 5 Business Days prior to Closing in a manner consistent with the Closing Consideration calculation set out in Schedule “C”;

Estimated Net Debt shall have the meaning set forth in Section 1.6(a)(ii) of this Agreement.

Estimated Net Debt means the estimated amount of the Closing Net Debt, estimated by the Sellers’ Agent pursuant to Article 4.3.1;