Estimated Adjustment Statement definition

Estimated Adjustment Statement shall have the meaning specified in Section 2.4(a).

Estimated Adjustment Statement is defined in Section 2.5(b).

Estimated Adjustment Statement has the meaning set forth in Section 3.4(a).

Examples of Estimated Adjustment Statement in a sentence

• Except as reflected in the Estimated Adjustment Statement, there are no outstanding accounts or notes payable to, accounts receivable from or advances by any Compression Group Entity to, and neither Compression Group Entity is a creditor of, any Contributor Party or any of their directors or officers, or the directors or officers of the Compression Group Entities or any of their respective Affiliates.

• The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement.

• Buyer and Seller acknowledge and agree that (A) the exercise by Buyer of the foregoing review right, and any subsequent consultation with Seller in respect thereto, shall not delay or postpone the occurrence of the Closing and, (B) if the Seller and Buyer are unable to agree on any amount set forth in the Estimated Adjustment Statement, without limiting Buyer’s rights under Section 2.4(d), the amount proposed by the Seller shall be used for purposes of the Estimated Adjustment Statement.

• Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date.

• Seller will review any comments proposed by Buyer with respect to the Estimated Adjustment Statement and will consider, in good faith, any appropriate changes.

More Definitions of Estimated Adjustment Statement

Estimated Adjustment Statement means the statement of the amount of the estimated Working Capital of each Company as of September 1, 2019 consistent with the methodology set forth on Exhibit D and of the estimated Portfolio Leakage Amount as of the Closing.

Estimated Adjustment Statement shall have the meaning set forth in Section 2.6(a)(ii) (Purchase Price Adjustment).

Estimated Adjustment Statement means a written statement signed by an officer of Seller delivered by Seller setting forth Seller’s good faith estimate of the Adjustment Amount, together with reasonable supporting calculations and documentation.

Estimated Adjustment Statement means a certificate signed by an officer of Seller setting forth Seller’s good faith estimate of the Adjustment Amount, together with reasonable supporting calculations and documentation. An illustrative example of the calculation of Estimated Adjustment Statement is set forth on Schedule B.

Estimated Adjustment Statement is defined in Section 1.8(a).

Estimated Adjustment Statement shall have the meaning given to such term in Section 3.02.

Estimated Adjustment Statement has the meaning set out in Section 2.2. (rr) “Estimated Ingénia Group’s Transaction Expenses” has the meaning set out in Section 2.2(a)(iv). (ss) “Estimated Net Indebtedness” has the meaning set out in Section 2.2(a)(i). (tt) “Estimated Working Capital” has the meaning set out in Section 2.2(a)(iii). (uu) “Facility Lease” means the lease agreement to which Ingénia is a party as a lessee, and Gestion Racan is a party as a lessor, pursuant to which Ingénia leases the Owned Real Property from Gestion Racan. (vv) “Final Adjustment Amount” has the meaning set out in Section 2.5(e). (ww) “Final Adjustment Statement” has the meaning set out in Section 2.5(d). (xx) “Final Balance Sheet” has the meaning set out in Section 2.5(d). (yy) “Final Ingénia Group’s Transaction Expenses” has the meaning set out in Section 2.5(d). (zz) “Final Net Indebtedness” has the meaning set out in Section 2.5(d). (aaa) “Final Working Capital” has the meaning set out in Section 2.5(d). (bbb) “Financial Statements” means the 2023 Annual Financial Statements and the Interim Financial Statements. (ccc) “Fundamental Representations and Warranties” means the representations and warranties of the Vendors set out in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e), 3.1(g), 3.1(h), 3.2(a), 3.2(b), 3.2(c), 3.2(g), 3.2(h), 3.2(i), 3.2(j)(i), 3.2(w)(v) (with respect to the first sentence only), 3.2(w)(vi), 3.2(gg), 3.3(a), 3.3(b), 3.3(c), 3.3(g), 3.3(h), 3.3(i) and 3.3(l). (ddd) “G. Family Trust” has the meaning set out in the recitals hereof. (eee) “G. Family Trust Holdco” has the meaning set out in the recitals hereof.