Closing Estimates definition

Closing Estimates shall have the meaning set forth in Section 2.4.
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Closing Estimates is defined in Section 2.2(b).
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Closing Estimates means an estimate as of the Closing Date, to be made in good faith by Burress Shareholders Representative and H&E prior to the Closing based on the most recently available Interim Financial Statements and such additional financial and other information as may be available to Burress Shareholders Representative and H&E at the time such estimate is made, and with the assistance of the Accountants, of the Non-Hitachi Adjusted EBITDA and the Hitachi Adjusted EBITDA, the Burress Tax Liabilities, the Closing Merger Consideration per Burress Share, the Closing Net Proceeds to Burress Shareholders, the Third Party Payments, the Hitachi Indebtedness and Payables, the Hitachi Fleet Value, the Merger Consideration per Burress Share, the Included Burress Indebtedness, the Initial Proceeds to Burress Shareholders, the Purchase Price and the Supplemental Proceeds to Burress Shareholders, subject (in the case of all of the foregoing) to adjustment pursuant to S ection 2.3.
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Examples of Closing Estimates in a sentence

  • MTS shall make available the work papers and back-up materials used in preparing its MTS Closing Schedule and each of the Closing Estimates, as reasonably requested by the Company.

  • Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology.

  • If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates.

  • Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts.

  • Such agreed Closing Estimates shall be binding upon the Parties, subject to adjustment after the Closing in accordance with Section 2.3.

  • The amounts set forth in the Closing Estimates Certificate shall be used for calculating the Cash Amount at the Closing.

  • If the Seller and the Purchaser are unable to reach agreement on any of the Purchaser’s proposed changes, the Closing Estimates as proposed by the Seller shall control solely for the purposes of calculating the Closing Payment, and shall not limit or otherwise affect the Purchaser’s remedies under this Agreement or otherwise or constitute an acknowledgment by the Purchaser of the accuracy of the Closing Estimates or the accounting methods or policies utilized in the calculation thereof.

  • If Representatives of MTS and the Company are unable to negotiate an agreed-upon determination of Closing Estimates as of the Anticipated Closing Date pursuant to Section 1.6(d) within three (3) calendar days after delivery of the Dispute Notice (or such other period as MTS and the Company may mutually agree upon), then the Chief Executive Officer of MTS and the Chief Executive Officer of the Company shall promptly meet and agree on such items.

  • If Buyer fails to deliver the Final Closing Statement within sixty (60) days following the Closing, then the Closing Estimates shall be final, not subject to further adjustment and shall be binding for all purposes (including calculating the Membership Interest Purchase Price).

  • The Closing Estimates shall be prepared in accordance with GAAP (and, with respect to Estimated Closing Working Capital, in accordance with the Sample Working Capital Calculation); provided, however, that for the purposes of this Section 2.2, the definition and calculation of Indebtedness will not include any items included in the Assumed Debt Amount.


More Definitions of Closing Estimates

Closing Estimates has the meaning set forth in Section 1.3 of this Agreement. ​
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Closing Estimates has the meaning set forth in Section 2.3(a).
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Closing Estimates means an estimate as of the Closing Date, to be made in good faith by Bxxxxxx Shareholders Representative and H&E prior to the Closing based on the most recently available Interim Financial Statements and such additional financial and other information as may be available to Bxxxxxx Shareholders Representative and H&E at the time such estimate is made, and with the assistance of the Accountants, of the Non-Hitachi Adjusted EBITDA and the Hitachi Adjusted EBITDA, the Bxxxxxx Tax Liabilities, the Closing Merger Consideration per Bxxxxxx Share, the Closing Net Proceeds to Bxxxxxx Shareholders, the Third Party Payments, the Hitachi Indebtedness and Payables, the Hitachi Fleet Value, the Merger Consideration per Bxxxxxx Share, the Included Bxxxxxx Indebtedness, the Initial Proceeds to Bxxxxxx Shareholders, the Purchase Price and the Supplemental Proceeds to Bxxxxxx Shareholders, subject (in the case of all of the foregoing) to adjustment pursuant to Section 2.3.
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Closing Estimates means the calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Closing Transaction Fees and Expenses, and Estimated Closing Assumed Indebtedness pursuant to Section 3.2(a).
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Closing Estimates is defined in Section 1.4.
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Related to Closing Estimates

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Statement has the meaning set forth in Section 2.5(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Current closure cost estimate means the most recent of the estimates pre- pared in accordance with § 265.142 (a), (b), and (c).

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimates means annual estimates or supplementary estimates;

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • Closing Cash Amount shall have the meaning set forth in Section 2.05(a)(ii).

  • Estimate means to be based on technical evaluation of the sources contributing to the discharge including, but not limited to, pump capabilities, water meters, and batch discharge volumes.