Estimated Closing Amount definition

Estimated Closing Amount has the meaning set forth in Section 3.1(a).

Estimated Closing Amount shall be (a) Cash Purchase Price, minus (b) the Seller’s good faith estimate of the outstanding amount of all Indebtedness as of immediately prior to the Closing, minus (c) the Seller’s good faith estimate of the Seller Transaction Expenses, minus (d) the Seller’s good faith estimate of the amount by which Working Capital is less than the Target Working Capital Amount, if any, plus (e) the Seller’s good faith estimate of the amount by which Working Capital is greater than the Target Working Capital Amount, if any minus (f) the Adjustment Escrow Amount, minus (g) any amounts shown on Schedule 1.39.7 that are accrued but not yet paid by Seller. The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof. In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates. The 22624125-v3 Sellers and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s notice of disagreement prior to the Closing, and the Sellers shall make such revisions to the disputed items as may be mutually agreed between the Sellers and the Buyer; provided that if and to the extent that the Buyer and the Sellers have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Estimated Closing Statement as prepared by the Sellers (with such modifications as may have been mutually agreed between the Sellers and Buyer prior to the Closing Date) or as otherwise agreed to by the parties before the Closing Date.

Estimated Closing Amount means an amount, which may be a positive or negative number, equal to (a) Estimated Closing Working Capital minus (b) Estimated Closing Net Debt.

Examples of Estimated Closing Amount in a sentence

• In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates.

• In any Representative Claim Notice, the Partners’ Representatives shall certify that the terms Estimated Closing Amount, Dispute Period, Dispute Notice, Dispute and Final Equity Consideration have the same meanings as are ascribed to such terms in the Purchase Agreement.

• If the Estimated Closing Amount exceeds the Final Closing Amount by more than the amount of the Adjustment Escrow Fund, the Vendors shall pay directly to the Purchaser the amount of such difference in cash (for the avoidance of doubt, the Purchaser shall not be required to set off an amount from the Indemnity Escrow Fund for that purpose).

• The net amount by which the Estimated Closing Amount is increased or decreased, as applicable, pursuant to this Section 1.05(f) shall be referred to herein as the “Adjustment Amount” (which may be a positive or a negative number).

• The aggregate consideration to be paid by Buyer to Seller for the Securities (the “Purchase Price”) shall be equal to $259,547,682 (the “Enterprise Value”) and shall be subject to adjustment pursuant to Section 2.5. The Purchase Price to be paid by Buyer at Closing shall be the Estimated Closing Amount, and such amount shall be subject to adjustment after the Closing pursuant to Section 2.5 and other provisions of this Agreement.

More Definitions of Estimated Closing Amount

Estimated Closing Amount means: (i) Ninety Four Million, Three Hundred Fifty Thousand Dollars ($94,350,000) (the “Base Consideration”), provided, however, that if the Consenting Percentage is less than ninety-five percent (95%), the Base Consideration shall be reduced to an amount equal to (A) the Consenting Percentage or eighty-five percent (85%), whichever is higher, multiplied by (B) $94,350,000; (ii) reduced by the amount, if any, by which Estimated Net Working Capital is less than the Target Working Capital, (iii) increased by the amount, if any, by which Estimated Net Working Capital is greater than the Target Working Capital, (iv) reduced by the Estimated Cash, if Estimated Cash is a negative number, (v) increased by the Estimated Cash, if Estimated Cash is a positive number, (vi) reduced by the amount of the Estimated Indebtedness, and (vii) reduced by the Estimated Transaction Expenses.

Estimated Closing Amount means an amount equal to (a) the Enterprise Value; minus (b) the amount, if any, by which Estimated Net Working Capital is less than Target Net Working Capital; plus (c) the amount, if any, by which Estimated Net Working Capital is greater than Target Net Working Capital; plus (d) Estimated Cash; minus (e) Estimated Indebtedness; minus (f) Estimated Transaction Expenses; minus (g) the amount of the Adjustment Escrow Deposit.

Estimated Closing Amount means an amount, which may be a positive or negative number, equal to (a) Estimated Closing Working Capital minus (b) Estimated Closing Net Debt. "Estimated Pre-Collar Adjustment Amount" means an amount, which may be a positive or negative number, equal to (a) the Estimated Closing Amount minus (b) the Target Amount. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

Estimated Closing Amount means: (i) $97,000,008 (the “Base Consideration”); (ii) reduced by the amount, if any, by which Estimated Net Working Capital is less than the Target Working Capital; (iii) increased by the amount, if any, by which Estimated Net Working Capital is greater than the Target Working Capital; (iv) reduced by the amount of Estimated Cash, if Estimated Cash is a negative number; (v) increased by the amount of Estimated Cash, if Estimated Cash is a positive number; (vi) reduced by the amount of Estimated Indebtedness; and (vii) reduced by the amount of Estimated Transaction Expenses.

Estimated Closing Amount has the meaning specified in Section 2.9(1).

Estimated Closing Amount means the sum of (i) the Cash Estimate (expressed as a positive number), minus (ii) the Debt Estimate (expressed as a positive number), plus (iii) the Estimated Working Capital Overage (expressed as a positive number) or the Estimated Working Capital Underage (expressed as a negative number), minus (iv) the Accounts Payable Estimate (expressed as a positive number).

Estimated Closing Amount means the difference obtained by subtracting the sum of the Estimated Closing Date Debt and the Estimated Closing Transaction Expenses from the sum of the Estimated Closing Cash and the Capital Payments Amount.