Examples of Estimated Pre-Closing Taxes in a sentence
If the Estimated Pre-Closing Taxes exceed the Adjusted Pre-Closing Taxes, such excess shall be placed in the Escrow Fund, and shall be governed by the terms of Section 8.7 of this Agreement.
The Base Purchase Price deliverable by Purchaser at Closing shall be reduced on a dollar-for-dollar basis by the Estimated Pre-Closing Taxes.
The parties to the Merger Agreement hereby acknowledge and agree that the valuation for Newco assumed by the Company in its calculation of the Estimated Pre-Closing Taxes delivered to Buyer Parent, Buyer and Merger Sub on July 17, 2008 (the “Newco Valuation”) was $95 million.
Subject to the remainder of this Section 3.7, the Estimated Closing Date Indebtedness, the Estimated Working Capital Adjustment, the Estimated Pre-Closing Taxes and the Estimated Restricted Cash Shortfall shall be determined and prepared in accordance with the methodologies for preparing the Final Closing Date Indebtedness, the Final Working Capital Adjustment, the Final Pre-Closing Taxes and the Final Restricted Cash Shortfall.
Prior to the Closing Date, the Company delivered, or caused to be delivered, to Buyer the Closing Certificate, which sets forth the Company’s reasonable, good faith estimate of the Estimated Cash, the Estimated Indebtedness, the Estimated Working Capital, the Estimated Transaction Expenses, the Estimated Pre-Closing Taxes and the Estimated Closing Adjustment, together with reasonably detailed back-up calculations.
The Estimated Pre-Closing Taxes Statement pursuant to Section 6.5(b).
A) the Statement of Estimated Expenses; (B) the Estimated Change in Control Payments Statement; (C) the Estimated Pre-Closing Taxes Statement, (D) the Company Closing Statement and (E) the Spreadsheet, in each case are true, correct and complete and prepared consistent with the requirements of Section 6.5(b), Section 6.6 and Section 2.10, as applicable.
If the Adjusted Pre-Closing Taxes exceed the Estimated Pre-Closing Taxes, such excess may be offset against any payment by Parent, Purchaser or the Escrow Agent for the benefit of the Sellers pursuant to Section 2.6(d)(iii), and any excess remaining thereafter shall be released to Parent from the Working Capital Escrow Fund or the Escrow Fund.