Estimated Closing Date Debt definition

Estimated Closing Date Debt has the meaning specified in Section 2.2(b).

Estimated Closing Date Debt has the meaning set forth in Section 1.3(a).

Estimated Closing Date Debt means the amount of all interest-bearing liabilities and tax-related liabilities of the Company, except for Estimated Closing Date Company Tax Liability, as reflected on the Estimated Closing Date Balance Sheet.

Examples of Estimated Closing Date Debt in a sentence

• The Estimated Closing Balance Sheet, Estimated Closing Date Debt, Estimated Working Capital Ratio and the Estimated Closing Date Cash have been prepared in accordance with GAAP, as used in the preparation of the Company Financial Statements, and, to the extent GAAP provides for a range of alternatives, in accordance with the past practices of the Company within such range.

• If the Final Closing Date Debt is less than the Estimated Closing Date Debt, the Purchase Price shall be increased by an amount equal to the difference.

• If the Final Closing Date Debt is greater than the Estimated Closing Date Debt, the Purchase Price shall be decreased by an amount equal to the difference.

• At the Closing (and without duplication), Purchaser shall pay in full (on behalf of the Company), or shall cause the Company to pay in full (and shall provide sufficient funds to the Company to enable it to make such payment) an amount equal to such portions of the Estimated Closing Date Debt described in the preceding sentence, by wire transfer of immediately available funds, to the payees thereof in accordance with the payoff letters received with respect to such Estimated Closing Date Debt.

• The Estimated Closing Date Net Working Capital shall be prepared in accordance with the definition of Net Working Capital, the Estimated Closing Date Debt shall be prepared in accordance with the definition of Debt and the Estimated Closing Date Cash shall be prepared in accordance with the definition of Cash and Cash Equivalents.

• If the Closing Date Debt, as finally determined pursuant to SECTION 3.3(C), exceeds the Estimated Closing Date Debt, then GM shall pay to the Buyer an amount equal to such excess, by wire transfer of immediately available funds to the account designated in writing by the Buyer, within five Business Days after the date on which the Preliminary Statement becomes the Final Statement.

• At the Closing, Eclipsys shall pay the Payoff Amounts to Silicon Valley Bank, provided that Premise shall be liable for the Payoff Amounts, and such amounts shall be included in the calculation of Estimated Closing Date Debt and Final Closing Date Debt and shall have the effect of decreasing the Estimated Purchase Price and the Purchase Price.

• On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall pay to GM an aggregate amount (such amount, the "Closing Payment") equal to (i) Five Billion Five Hundred Seventy-Five Million Dollars ($5,575,000,000) less (ii) the Estimated Closing Date Debt, in cash by wire transfer of immediately available funds to the account or accounts designated in writing by GM.

• If the Actual Closing Date Debt is greater than the Estimated Closing Date Debt, then the Sellers shall pay to Purchaser an amount equal to the difference between the Actual Closing Date Debt and the Estimated Closing Date Debt.

• The Closing Payment payable to the Sellers at the Closing pursuant to Section 1.4 shall be decreased by an amount equal to the Estimated Closing Date Debt.

More Definitions of Estimated Closing Date Debt

Estimated Closing Date Debt means MediNotes’ good faith estimate of Final Closing Date Debt determined pursuant to Section 2.10(a).

Estimated Closing Date Debt is defined in Section 2.3(c).

Estimated Closing Date Debt has the meaning set forth in Section 4.02. “Estimated Closing Statement” has the meaning set forth in Section 4.02. “Estimated Closing Working Capital” has the meaning set forth in Section 4.02. “Estimated Transaction Expenses” has the meaning set forth in Section 4.02. “Estimated Working Capital Adjustment Amount” means an amount, which may be positive or negative, equal to the Estimated Closing Working Capital minus the Target Working Capital. “Excluded Assets” has the meaning set forth in Section 2.02(b). “Excluded Liabilities” has the meaning set forth in Section 2.03(b). “Final Closing Statement” has the meaning set forth in Section 4.03(a). “Final RSU Payment Amount” has the meaning set forth in Section 9.01(k). “Financial Statements” has the meaning set forth in Section 5.06(a). “Fraud” means a claim for New York common law fraud with a specific intent to deceive brought by a party hereto against a party hereto based on a representation of such party contained in this Agreement; provided that at the time such representation was made (i) such representation was materially inaccurate, (ii) such party had actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of the material inaccuracy of such representation, (iii) such party had the specific intent to deceive another party hereto, and (iv) the other party acted in reliance on such inaccurate representation and suffered financial injury as a result of such material inaccuracy. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness. “Governmental Authority” means any U.S. federal, state or local or any supra- national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered or enacted or enforced by or with any Governmental Authority.