Closing Estimates shall have the meaning set forth in Section 2.4.
Closing Estimates has the meaning set forth in Section 1.3 of this Agreement.
Closing Estimates is defined in Section 2.2(b).
Examples of Closing Estimates in a sentence
If the parties are unable to reach agreement on any of the Buyer’s proposed changes, the Closing Estimates as proposed by Sellers shall control solely for the purposes of calculating the Closing Payment, and shall not limit or otherwise affect the Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgment by the Buyer of the accuracy of the Closing Estimates or the accounting methods or policies utilized in the calculation thereof.
The Buyer shall be entitled to review, comment on, and request reasonable changes to the Closing Estimates and Sellers shall consider the Buyer’s proposed changes in good faith.
More Definitions of Closing Estimates
Closing Estimates means an estimate as of the Closing Date, to be made in good faith by Burress Shareholders Representative and H&E prior to the Closing based on the most recently available Interim Financial Statements and such additional financial and other information as may be available to Burress Shareholders Representative and H&E at the time such estimate is made, and with the assistance of the Accountants, of the Non-Hitachi Adjusted EBITDA and the Hitachi Adjusted EBITDA, the Burress Tax Liabilities, the Closing Merger Consideration per Burress Share, the Closing Net Proceeds to Burress Shareholders, the Third Party Payments, the Hitachi Indebtedness and Payables, the Hitachi Fleet Value, the Merger Consideration per Burress Share, the Included Burress Indebtedness, the Initial Proceeds to Burress Shareholders, the Purchase Price and the Supplemental Proceeds to Burress Shareholders, subject (in the case of all of the foregoing) to adjustment pursuant to S ection 2.3.
Closing Estimates has the meaning set forth in Section 2.3(a).
Closing Estimates is defined in Section 1.4.
Closing Estimates means an estimate as of the Closing Date, to be made in good faith by Bxxxxxx Shareholders Representative and H&E prior to the Closing based on the most recently available Interim Financial Statements and such additional financial and other information as may be available to Bxxxxxx Shareholders Representative and H&E at the time such estimate is made, and with the assistance of the Accountants, of the Non-Hitachi Adjusted EBITDA and the Hitachi Adjusted EBITDA, the Bxxxxxx Tax Liabilities, the Closing Merger Consideration per Bxxxxxx Share, the Closing Net Proceeds to Bxxxxxx Shareholders, the Third Party Payments, the Hitachi Indebtedness and Payables, the Hitachi Fleet Value, the Merger Consideration per Bxxxxxx Share, the Included Bxxxxxx Indebtedness, the Initial Proceeds to Bxxxxxx Shareholders, the Purchase Price and the Supplemental Proceeds to Bxxxxxx Shareholders, subject (in the case of all of the foregoing) to adjustment pursuant to Section 2.3.
Closing Estimates means the calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Closing Transaction Fees and Expenses, and Estimated Closing Assumed Indebtedness pursuant to Section 3.2(a).