Estimated Closing Amount has the meaning set forth in Section 3.1(a).
Estimated Closing Amount shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.
Estimated Closing Amount means:
Examples of Estimated Closing Amount in a sentence
If the Closing Amount is equal to the Estimated Closing Amount, neither Buyer nor Seller shall be required to make any payment pursuant to this S ection 1.04.
Buyer shall pay to Seller the Estimated Closing Amount (as defined in Section 2.3.1 below).
One example of this is the Personal Health Information Protection Act (PHIPA), which employers frequently cite as a reason not to comply with OHSA S.
Having considered the report of the application and the views expressed by the local Member, it was proposed by County Councillor R.J. Higginson and seconded by County Councillor R.G. Harris that application DC/2017/00401 be approved subject to the one condition, as outlined in the report.
In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates.
More Definitions of Estimated Closing Amount
Estimated Closing Amount means an amount equal to (a) the Enterprise Value; minus (b) the amount, if any, by which Estimated Net Working Capital is less than Target Net Working Capital; plus (c) the amount, if any, by which Estimated Net Working Capital is greater than Target Net Working Capital; plus (d) Estimated Cash; minus (e) Estimated Indebtedness; minus (f) Estimated Transaction Expenses; minus (g) the amount of the Adjustment Escrow Deposit.
Estimated Closing Amount means an amount, which may be a positive or negative number, equal to (a) Estimated Closing Working Capital minus (b) Estimated Closing Net Debt.
Estimated Closing Amount means an amount, which may be a positive or negative number, equal to (a) Estimated Closing Working Capital minus (b) Estimated Closing Net Debt. "Estimated Pre-Collar Adjustment Amount" means an amount, which may be a positive or negative number, equal to (a) the Estimated Closing Amount minus (b) the Target Amount. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.
Estimated Closing Amount has the meaning specified in Section 2.9(1).
Estimated Closing Amount shall be equal to (i) the Base Amount, minus (ii) the amount of Closing Indebtedness set forth on the Estimated Closing Schedule, minus (iii) the amount of Seller Transaction Expenses set forth on the Estimated Closing Schedule, minus (iv) the amount of Estimated Closing Deferred Revenue Adjustment, plus (v) the amount of Closing Cash set forth on the Estimated Closing Schedule, plus (vi) the amount, if any, by which the Net Working Capital set forth on the Estimated Closing Schedule is greater than the Net Working Capital Target, minus (vii) the amount, if any, by which the Net Working Capital set forth on the Estimated Closing Schedule is less than the Net Working Capital Target. Seller and the Company shall provide Buyer and its representatives with reasonable access to the books and records of Seller and shall cause the personnel of Seller to reasonably cooperate with Buyer and its representatives for the purpose of enabling Buyer to review Seller’s determination of all amounts and estimates in the Estimated Closing Schedule and each component thereof, and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing.
Estimated Closing Amount has the meaning given to it in Section 2.02(b).
Estimated Closing Amount means (a) the Base Amount, (b) plus or minus, as the case may be, the amount by which the Estimated Closing Date Working Capital is greater than or less than the Target Working Capital, plus, (c) the Estimated Closing Date Cash, minus (d) the Estimated Closing Date Debt, minus (e) the Estimated Closing Date Transaction Expenses.