Estimated Adjusted Purchase Price definition

Estimated Adjusted Purchase Price is defined in Section 3.3.

Estimated Adjusted Purchase Price has the meaning set forth in Section 1.7.

Estimated Adjusted Purchase Price has the meaning given in Section 2.1(d)(i).

Examples of Estimated Adjusted Purchase Price in a sentence

• If the amount of the Adjusted Purchase Price as set forth on the Final Closing Statement is less than the amount of the Estimated Adjusted Purchase Price, then Seller shall pay to Buyer, within five (5) Business Days after the Final Settlement Date, the amount by which the Adjusted Purchase Price as set forth on the Final Closing Statement is less than the amount of the Estimated Adjusted Purchase Price, together with interest on such deficiency amount from the Closing Date until paid at the Interest Rate.

• Not later than three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Closing Statement") of the estimated purchase price adjustments and the estimated Adjusted Purchase Price (the "Estimated Adjusted Purchase Price").

• If the amount of the Adjusted Purchase Price as set forth on the Final Closing Statement is less than the amount of the Estimated Adjusted Purchase Price, then Seller shall pay to Buyer, within five (5) Business Days after the Final Settlement Date, the amount by which the Adjusted Purchase Price, as set forth on the Final Closing Statement, is less than the amount of the Estimated Adjusted Purchase Price, together with interest at the Agreed Rate on such deficiency amount from the Closing Date until paid.

• The "Closing Payment" shall be an amount equal to the Estimated Adjusted Purchase Price.

• As set forth in Section 3.2, the Closing Payment payable by Buyer at Closing shall be based upon the Estimated Adjusted Purchase Price.

More Definitions of Estimated Adjusted Purchase Price

Estimated Adjusted Purchase Price has the meaning specified in Section 2.4.

Estimated Adjusted Purchase Price means the Purchase Price plus any Estimated Positive Adjustment or the Purchase Price minus any Estimated Negative Adjustment, as applicable.

Estimated Adjusted Purchase Price means an amount, calculated by Seller Representative in good faith, equal to the sum of (i) the Base Purchase Price minus (ii) the Estimated Closing Indebtedness plus (iii) the Estimated Closing Cash Balance plus (iv) the Estimated Revenue Adjustment Amount (which may be negative) minus (v) any unpaid Closing Expenses (if any), in the case of clauses (ii), (iii) and (iv), as set forth in the Pre-Closing Statement in accordance with Section(degree)2.04.

Estimated Adjusted Purchase Price means (i) the Purchase Price, minus (ii) any Estimated Tangible Book Value Deficiency, minus (iii) Estimated Transaction Expenses, minus (iv) the Escrow Amounts.

Estimated Adjusted Purchase Price means an amount equal to (a) the Base Purchase Price, plus (b) the Estimated Closing Date Company Cash Balance, minus (c) the Estimated Closing Date Excess Company Cash Offset Amount, minus (d) the Estimated Closing Date Company Debt, minus (e) the Estimated Company Transaction Expenses, plus (f) the amount by which the Estimated Closing Date Net Working Capital exceeds the Net Working Capital Target, if any, minus (g) the amount by which the Net Working Capital Target exceeds the Estimated Closing Date Net Working Capital, if any; provided, that if the Estimated Closing Date Company Cash Balance exceeds the Maximum Company Cash Balance, then the Estimated Closing Date Company Cash Balance shall be deemed to be an amount equal to the Maximum Company Cash Balance for all purposes under this Agreement.

Estimated Adjusted Purchase Price has the meaning set forth in Section 2.3 below.

Estimated Adjusted Purchase Price means (i) the Purchase Price, plus (ii) the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital Ceiling, minus (iii) the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital Floor. For the avoidance of doubt, if the Estimated Closing Date Working Capital equals or exceeds the Target Working Capital Floor but is less than or equal to the Target Working Capital Ceiling, then there shall be no adjustment to the Purchase Price in respect of Estimated Closing Date Working Capital.