Estimated Closing Date Indebtedness definition

Estimated Closing Date Indebtedness shall have the meaning set forth in Section 2.4.

Estimated Closing Date Indebtedness has the meaning set forth in Section 1.02.

Estimated Closing Date Indebtedness has the meaning specified in Section 3.3.

Examples of Estimated Closing Date Indebtedness in a sentence

• The aggregate purchase price for all of the Equity Interests (the “Closing Purchase Price”) shall be an amount equal to (a) $1,117,000,000 (the “Purchase Price”), minus (b) the Estimated Closing Date Indebtedness plus (c) the Estimated NWC Adjustment Amount (which may be positive or negative) plus (d) the Estimated Closing Date Cash, subject to adjustment pursuant to Section 2.6.

• IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASER SHALL INCREASE THE CONSIDERATION OFFERED TO STOCKHOLDERS PURSUANT TO THE OFFER, SUCH INCREASED CONSIDERATION SHALL BE PAID FOR ALL SHARES ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE.

• The parties hereto have agreed that the aggregate price to be paid by U.S. Buyer and Canadian Buyer for the Assets, in addition to the assumption of the Assumed Liabilities by U.S. Buyer, shall be $136,700,000 plus the Estimated Closing Date Cash, minus the Estimated Closing Date Indebtedness (the "Preliminary Purchase Price"), subject to adjustment after the Closing in the amount of the Purchase Price Adjustment Amount determined pursuant to Section 2.07 (as so adjusted, the "Purchase Price").

• The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

• Following the Closing, in the event that any Person makes a claim for the payment of any Post-Closing Covered Expenses owed to such Person but not paid pursuant to Section 2.3(c)(iii), if and to the extent that any such Post-Closing Covered Expenses were included in the Estimated Closing Date Indebtedness, the Buyer and its Subsidiaries shall pay any such claimed amount and the Sellers shall have no liability therefor.

More Definitions of Estimated Closing Date Indebtedness

Estimated Closing Date Indebtedness means Seller’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Indebtedness is defined in Section 2.3(A)(2).

Estimated Closing Date Indebtedness shall have the meaning set forth in Section 1.10(a) of this Agreement.

Estimated Closing Date Indebtedness shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.

Estimated Closing Date Indebtedness means the estimated Company Debt as of immediately prior to the Closing, as set forth in the Payoff Letters to be delivered by Sellers pursuant to Section 1.03(a) or derived from the Estimated Closing Balance Sheet to be delivered by Sellers pursuant to Section 1.05(a).

Estimated Closing Date Indebtedness means Parent’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Indebtedness means the Company’s reasonable, good faith estimate of the aggregate amount of all Indebtedness of the Company and its wholly-owned Subsidiaries as of the close of business on the Closing Date as reflected on the Estimated Closing Balance Sheet, determined without giving effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith.