Closing Estimate definition

Closing Estimate has the meaning set forth in Section 2.3(a).
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Closing Estimate is defined in Section 2.3(b).
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Closing Estimate as defined in Section 2.6.
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Examples of Closing Estimate in a sentence

  • Each of the Parties acknowledges and agrees that: (i) on or prior to the date hereof, the Parent Acquired Companies delivered to Parent the statements set forth on Annex G attached hereto as drafts of the “Company Consideration Statement” and “Company Closing Estimate Statement” referenced in Section 2.3 of the Merger Agreement; and(ii) such statements remain subject to the terms of Section 2.3 of the Merger Agreement.

  • For illustrative purposes only, based on such Company Closing Estimate Statement, the elections made by the Company Group Holders as set forth in the Election Forms delivered in connection herewith and any direction letters delivered to Blue Owl as described on Annex H, the Company Group Closing Merger Consideration would be allocated to the Company Group Holders as set forth on Annex I.

  • Absent fraud or manifest error, the Diamond Closing Adjustment Amount as set forth in the Diamond Closing Estimate Statement shall be used to calculate the issuances and payments to the Diamond Sellers at Closing, subject to the Diamond Sellers’ indemnification obligations under Section 14.3 with respect to any Diamond Final Deficit.

  • The Company shall make its Representatives available to Buyer during the three (3) Business Days referenced in the first sentence of this subsection (b) to respond to any questions or requests that Buyer may have with respect to the Closing Estimate Statement.

  • H&E shall cause to be made available to HE-JWB an aggregate amount in cash (less an estimate of cash on hand in Burress as the Closing Date) equal to the Closing Estimates (to the extent included in the Closing Estimate of the Closing Net Proceeds to Burress Shareholders) of the following: (A) the Burress Tax Liabilities; (B) the Third Party Payments; and (C) the Included Burress Indebtedness.

  • Absent fraud or manifest error, the Opal Closing Adjustment Amount as set forth in the Opal Closing Estimate Statement shall be used to calculate the issuances and payments to the Opal Sellers at Closing, subject to the Opal Sellers’ indemnification obligations under Section 14.4(b) with respect to any Opal Final Deficit.

  • The Purchaser and its Authorised Representatives shall be entitled to review the Pre- Closing Estimate and, by no later than within 7 (seven) Business Days prior to the intended Completion Date, may provide its written comments on the Pre-Closing Estimate to the Seller (along with reasonable supporting documentation for such comments).

  • Closing Estimate and Final calculation shall include ONLY Inventory aged less than 90 days Closing Estimate and Final calculation shall include cash deposits (excluding L/C Consideration cash amounts, and 1 month's fixed rent in cash lease security deposit), advance payments and other prepaid items as listed on Schedule 3.6(g) Prepaid Assets.

  • Closing Estimate 23 Section 2.3. Closing 24 Section 2.4. Closing Deliveries to Buyer 24 Section 2.5. Closing Deliveries by Buyer to Sellers 24 Section 2.6. Payment Procedures 25 Section 2.7. Post-Closing Adjustment 28 Section 2.8. Remainder Payments 31 Section 2.9. Key Employee Holdback 32 Section 2.10.

  • If the final Purchase Price is less than the Closing Estimate Payment (such shortfall, the “ Shortfall Amount ”), then Seller shall, within two Business Days following the final determination of the final Purchase Price, pay to Purchaser an amount equal to the Shortfall Amount by wire transfer of immediately available funds to a bank account designated by Purchaser.


More Definitions of Closing Estimate

Closing Estimate has the meaning set forth in Section 3.4(a) below.
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Closing Estimate has the meaning given to it in Article ‎3.2.2;
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Closing Estimate has the meaning set forth in Section 3.3(b) of this ---------------- Agreement.
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Closing Estimate has the meaning given to the term in Section 2.1(b)(ii) of this Agreement.
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Related to Closing Estimate

  • 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).

  • 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.

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

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

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

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

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

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • 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.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

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

  • 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.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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