Closing Date Estimate definition

Closing Date Estimate has the meaning set forth in Section 2.4(b).
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Closing Date Estimate means the sum of the USA Closing Date Estimate plus, if there is a Canadian Closing, the Canadian Closing Date Estimate.
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Closing Date Estimate shall have the meaning ascribed to such term in Section 1.2(b).
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Examples of Closing Date Estimate in a sentence

  • Notwithstanding anything to the contrary contained herein, the Buyer acknowledges and agrees that prior to the Closing the Company may distribute to the Seller cash and cash equivalents held by or on behalf of the Company; provided that the Seller may not cause any distribution to be made to the extent a distribution would result in a deviation from the Closing Date Estimate.

  • At the Closing, if the Estimate Working Capital as reflected on such Closing Date Estimate Statement (i) is less than the Targeted Working Capital, then the Purchase Price shall be decreased by the difference between the Estimate Working Capital and the Targeted Working Capital, or (ii) is greater than the Targeted Working Capital, then the Purchase Price shall be increased by the difference between the Estimate Working Capital and the Targeted Working Capital.

  • At the Canadian Closing, Canadian Buyer shall pay to Canadian Seller, by wire transfer of immediately available funds pursuant to wire instructions previously delivered by Canadian Seller to Canadian Buyer, an amount in cash equal to the sum of the Canadian Estimated Inventory Amount, the Canadian Estimated Dollars/Theme Park Amount and the Canadian Estimated Cash-On-Hand (collectively, the "Canadian Closing Date Estimate").

  • At least five (5) Business Days prior to the scheduled Closing Date, the Parent shall deliver to the Purchaser the Closing Date Estimate Statement setting forth its good faith estimate of Working Capital as of the Closing Date (the “Estimate Working Capital”) prepared by the Parent in a manner consistent with the preparation of the Reference Statement.

  • Based on the Closing Date Estimate, the Closing Payment is $389,474,639, of which (a) $379,474,639 shall be paid to Seller at the Closing in accordance with Sections 1.4 and 1.6(b) of the PSA, and (b) $10,000,000 shall be retained by Buyer as the Closing Payment Holdback in accordance with Section 1.4(a) of the PSA.

  • Pursuant to Section 1.2(b) of the PSA, Seller has prepared in consultation with, and delivered to, Buyer its good faith estimate of the Initial Adjustment, together with its calculation of the Closing Date Estimate, a copy of which is attached as Exhibit J hereto.

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Related to Closing Date Estimate

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

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

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

  • 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.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

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

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

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • State Estimator means a computer model that computes the state (voltage magnitudes and angles) of the Transmission System using the network model and real-time measurements. Line flows, transformer flows, and injections at the busses are calculated from the known state and the transmission line parameters. The State Estimator has the capability to detect and identify bad measurements.