Estimated Indebtedness definition

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

Estimated Indebtedness has the meaning set forth in Section 1.5(a).

Estimated Indebtedness has the meaning given to it in Section 1.14.

Examples of Estimated Indebtedness in a sentence

• The Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (except in instances where the Seller’s prior accounting practices differ from GAAP and consistent application thereof, which differences are summarized on Section 2.4 of the Seller Disclosure Schedules (the “Applicable Accounting Principles”)) and the Sample Statement.

• Not less than two (2) Business Days prior to the anticipated Closing Date, the Seller Representative shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth the Sellers’ good faith calculation of the Estimated Purchase Price and reasonably detailed calculations demonstrating each component thereof, including Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital, and Estimated Transaction Expenses.

• The "Estimated Purchase Price" means (i) $480,000,000 (the "Base Value"), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash on Hand, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transaction Expenses, minus (vii) the IP Purchase Price.

• Estimated Cash, Estimated Indebtedness and Estimated Net Working Capital shall be calculated in the same manner and using the same methodologies, processes, policies and principles as set forth in the definition thereof and utilized in the preparation of the Financial Statements (such methodologies, processes, policies and principles, the “Applicable Accounting Principles”).

• To the extent that any such expense or accounts payable are not due as of the Closing Date and are properly reflected on the Estimated Indebtedness, Parent shall pay such expenses or accounts payable in the ordinary course when due following the Closing Date.

More Definitions of Estimated Indebtedness

Estimated Indebtedness means the Sellers’ good faith estimate of the Closing Indebtedness.

Estimated Indebtedness means the estimated Indebtedness of the Company as of the Accounting Effective Time as derived from the estimated Closing Balance Sheet pursuant to Section 2.1(c).

Estimated Indebtedness shall have the meaning set forth in Section 2.2.

Estimated Indebtedness is defined in Section 1.3(b).

Estimated Indebtedness is defined in Section 2.11(b).

Estimated Indebtedness means the Indebtedness as set forth on the Estimated Closing Statement.

Estimated Indebtedness means the estimated amount of Indebtedness as of the Close of Business on the Closing Date as set forth on the Closing Certificate.