Estimated Closing Adjustment Statement definition

Estimated Closing Adjustment Statement has the meaning set forth in Section 2.6(a).

Estimated Closing Adjustment Statement has the meaning ascribed to it in Section 2.10(a)(i).

Estimated Closing Adjustment Statement means a statement that represents a reasonable estimate of the Final Closing Adjustment Statement and includes reasonable detail regarding all items included in the determination of the Estimated Closing Adjustment.

Examples of Estimated Closing Adjustment Statement in a sentence

• The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet.

• The “Estimated Adjustment Payment” will be equal to the Adjustment Amount set forth in the Estimated Closing Adjustment Statement.

• Each of the schedules described in clauses (i) through (vi) above shall be calculated in a manner consistent with the Estimated Closing Adjustment Statement, as it may be adjusted prior to the Closing in accordance with Section 2.5(a).

• If the Buyer objects to the Estimated Closing Adjustment Statement, the Company and the Buyer will work together in good faith to resolve the issues in dispute.

• The estimate of the amount of the Closing Adjustment, as set forth on the Estimated Closing Adjustment Statement, is referred to herein as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment Statement, and the component items thereof, will be prepared in accordance with the Accounting Principles and the books and records of the Business.

• If the Buyer and the Company are unable to resolve all such disputed issues within two (2) Business Days following the Buyer’s delivery of the notice of objection to the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Buyer.

• For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Buyer shall, in consultation with Company, prepare, or cause to be prepared, and deliver to Company the Estimated Closing Adjustment Statement, which shall include its estimated calculation of the Closing Adjustment based thereon.

• The Company shall deliver to the Buyer and the Paying Agent, at least three (3) Business Days prior to the Closing, the Closing Date Allocation Schedule (which schedule shall reflect the amounts set forth on the Estimated Closing Adjustment Statement).

• If the Parent, the Buyer and the Company are unable to resolve all such disputed issues by the end of the third (3rd) Business Day following the Parent’s and the Buyer’s receipt of the Estimated Closing Adjustment Statement, the Estimated Closing Adjustment shall be as determined by the Parent and the Buyer, acting reasonably.

• The “Estimated Adjustment Payment” will be equal to the Working Capital as reflected on the Estimated Closing Adjustment Statement (after satisfaction of the intercompany accounts pursuant to Section 2.6(c)), minus the Target Working Capital Amount.

More Definitions of Estimated Closing Adjustment Statement

Estimated Closing Adjustment Statement means a projected balance sheet of Company which shall represent a reasonable estimate of the Final Closing Adjustment Statement; such balance sheet to be prepared in accordance with GAAP applied on a consistent basis and as otherwise required by this Agreement and accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein.

Estimated Closing Adjustment Statement shall have the meaning set forth in Section 1.3.

Estimated Closing Adjustment Statement has the meaning ascribed to such term in Section 5.3(a).

Estimated Closing Adjustment Statement setting forth the Seller’s good faith estimates of (a) (i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) the Closing Transaction Expenses owed by the Company (the “Estimated Closing Transaction Expenses”), (iii) the Closing Net Working Capital Debit Amount, if any (the “Estimated Closing Net Working Capital Debit Amount”), (iv) the Closing Net Working Capital Credit Amount, if any (the “Estimated Closing Net Working Capital Credit Amount”), and (v) the Closing Cash Amount (“Estimated Closing Cash Amount”), and (b) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price, in each case, prepared and determined in accordance with the Agreed Accounting Principles. The Estimated Closing Adjustment Statement shall include reasonable detail and be accompanied by supporting documentation as reasonably requested by the Purchaser.

Estimated Closing Adjustment Statement. As defined in Section 2.04.