Estimated Closing Amounts definition

Estimated Closing Amounts has the meaning assigned to that term in Section 3.3 of this Agreement.

Estimated Closing Amounts has the meaning set forth in Section 2.2(d)(ii).

Estimated Closing Amounts means the Estimated Closing Indebtedness.

Examples of Estimated Closing Amounts in a sentence

• The Estimated Closing Amounts Statement shall be prepared by the Company in good faith and shall be accompanied by (A) a schedule showing each component of the Ski Purchaser Closing Consideration, the Canadian Purchaser Closing Consideration and the Attractions Purchaser Closing Consideration, and (B) appropriate documentation supporting the estimates contained in the Estimated Closing Amounts Statement to enable the Purchasers to verify all items and amounts (including any schedules required by Exhibit J.

• The Estimated Closing Amounts Statement shall have been provided and approved pursuant to Section 3.1(c).

• The Estimated Closing Amounts Statement shall be subject to the reasonable approval of the Purchasers, and the Seller Parties shall provide such additional supporting information as may be reasonably requested by any Purchaser to verify all items and amounts thereon.

• When agreed, the Estimated Closing Amounts shall be embodied in a Purchase Price Certificate (the “Purchase Price Certificate”) to be executed by Purchaser and Seller.

• In computing the Estimated Closing Amounts no value shall be given to any Excluded Assets.

• If the Buyer Disagreement Notice disputes less than all of the Estimated Closing Amounts, then the Estimated Closing Amounts which are not disputed in the Buyer Disagreement Notice shall be used to determine the Estimated Adjusted Share Purchase Price.

• The Estimated Closing Amounts shall be prepared in accordance with the accounting principles set forth on Section 1.1(c) of the Disclosure Letter (the “Accounting Principles”) and Section 1.5.