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 22624127-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.

• The Closing shall not occur unless and until the parties agree on the Estimated Closing Amount, provided, however, that the parties' agreement to the Estimated Closing Amount shall not affect the Purchaser's right to deliver a Notice of Disagreement pursuant to Section 3.3(b)(ii).

• When agreed, the Estimated Closing Amount, the Estimated PTO Amount, the Estimated Customer Rebate Amount and the Estimated Closing Purchase Price shall be embodied in a Purchase Price Certificate substantially in the form of Exhibit D (the “Purchase Price Certificate”) to be executed by Purchaser and Sellers.

• Seller and Buyer shall enter into an engagement letter with the Accounting Firm, which engagement letter shall be consistent with the provisions of this Agreement and shall set forth the scope of work and requirements described in this Section 2.06(d), and shall deliver to such Accounting Firm the Closing Statement (including Buyer’s Final Closing Amount), Seller’s Final Closing Amount and the Estimated Closing Amount.

• Any Purchaser Claim Notice with respect to a Price Adjustment Claim shall further state (x) that the claim equals the amount by which the Estimated Closing Amount exceeds the Final Equity Consideration, and (y) either that (A) the Dispute Period has expired and that the Partners’ Representatives have not delivered a Dispute Notice, or (B) all Disputes have been resolved by the parties to the Purchase Agreement or the Arbitrating Accountant (as the case may be).

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) Forty-Seven Million Dollars ($47,000,000) (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 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 has the meaning set forth in Section 2.7.

Estimated Closing Amount has the meaning given to it in Section 2.02(b).

Estimated Closing Amount shall be equal to (i) the Base Amount, minus (ii) the amount of Closing Indebtedness set forth on the Estimated Closing Schedule, minus (iii) the amount of Seller Transaction Expenses set forth on the Estimated Closing Schedule, minus (iv) the amount of Estimated Closing Deferred Revenue Adjustment, plus (v) the amount of Closing Cash set forth on the Estimated Closing Schedule, plus (vi) the amount, if any, by which the Net Working Capital set forth on the Estimated Closing Schedule is greater than the Net Working Capital Target, minus (vii) the amount, if any, by which the Net Working Capital set forth on the Estimated Closing Schedule is less than the Net Working Capital Target. Seller and the Company shall provide Buyer and its representatives with reasonable access to the books and records of Seller and shall cause the personnel of Seller to reasonably cooperate with Buyer and its representatives for the purpose of enabling Buyer to review Seller’s determination of all amounts and estimates in the Estimated Closing Schedule and each component thereof, and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing.