Estimated Selling Expenses definition

Estimated Selling Expenses has the meaning set forth in Section 2.3(a).

Estimated Selling Expenses means the Company’s good faith estimate of the Selling Expenses as of the Closing.

Estimated Selling Expenses as set forth in Section 2.3.1.

Examples of Estimated Selling Expenses in a sentence

• Prior to Closing, Seller has: (a) estimated in good faith the Estimated Closing Working Capital, the Estimated Closing Indebtedness, and the Estimated Selling Expenses; and (b) delivered to Buyer a certificate (the “Closing Certificate”) setting forth such estimates along with a calculation of the Purchase Price (the “Estimated Purchase Price”).

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• The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).

• No later than two Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver, or cause to be prepared and delivered, to Buyer, in writing, a good faith estimate of: (i) the Net Working Capital as of the Closing prepared in accordance with the principles set forth on Schedule 2.3(a) (such estimate, the “Estimated Working Capital”); (ii) the Estimated Cash; (iii) the Estimated Company Debt and (iv) the Estimated Selling Expenses (the “Estimated Closing Statement”).

• No later than two Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver, or cause to be prepared and delivered, to Buyer, in writing, a good faith estimate of: (i) the Net Working Capital as of the Closing prepared in accordance with the principles set forth on Schedule 2.3(a) (such estimate, the “ Estimated Working Capital ”); (ii) the Estimated Cash; (iii) the Estimated Company Debt and (iv) the Estimated Selling Expenses (the “ Estimated Closing Statement ”).

More Definitions of Estimated Selling Expenses

Estimated Selling Expenses means the Sellers’ good faith estimate of Selling Expenses, as set forth in the Closing Calculation to be delivered pursuant to Section 2.6.

Estimated Selling Expenses mean the estimates of the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Cash Purchase Price” means an amount equal to the Cash Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital, that the Transaction Bonuses are equal to the Estimated Transaction Bonuses and that the Selling Expenses are equal to the Estimated Selling Expenses. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall: (a) pay and deliver the Estimated Cash Purchase Price (as determined in accordance with the preceding sentence), less the Escrow Amount (the “Closing Cash Payment”), to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by the Sellers’ Representative prior to the anticipated Closing Date (the “Sellers’ Account”); (b) pay and deliver to the Escrow Agent the Escrow Amount, to be held pursuant to the terms of this Agreement and the Escrow Agreement; (c) on behalf of the Company, pay the Indebtedness of the Company identified in Section 2.3(b) of the Disclosure Schedule (collectively, the “Repaid Closing Indebtedness”); and (d) on behalf of the Company, pay the Selling Expenses and the Transaction Bonuses.

Estimated Selling Expenses mean the estimates of the Closing Working Capital, the Closing Indebtedness, and the Selling Expenses, respectively, set forth in the Closing Certificate, and (b) “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.5, (i) assuming that the Closing Working Capital is equal to the Estimated Closing Working Capital, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, and that the Selling Expenses are equal to the Estimated Selling Expenses, and (ii) excluding the Earn-Out Payments. The Closing Certificate has been prepared in accordance with GAAP. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall:

Estimated Selling Expenses is defined in Section 3.4.1.

Estimated Selling Expenses means the estimate of the Selling Expenses set forth in the Estimated Closing Statement. The Estimated Closing Statement will be prepared in accordance with this Agreement and Section 2.04.

Estimated Selling Expenses mean the estimates of the Closing Cash,

Estimated Selling Expenses is defined in Section 1.3 of this Agreement.