Examples of Estimated Closing Date Debt in a sentence

As of Closing, no Equityholder nor any of their respective Affiliates (other than the Acquired Companies) will have any outstanding Indebtedness to the Acquired Companies, and no Acquired Company will have any outstanding Indebtedness to any Equityholder or any of their respective Affiliates (other than the Acquired Companies), other than Indebtedness listed on Section 2.6(g) of the Disclosure Schedule to be included among Estimated Closing Date Debt to be paid in full and discharged at Closing.
If the Estimated Closing Date Debt is greater than the Actual Closing Date Debt, then Purchaser shall pay to the Seller Representative (on behalf of the Sellers) an aggregate amount equal to the difference between the Estimated Closing Date Debt and the Actual Closing Date Debt.
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 13 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.
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.

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 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.

Estimated Closing Date Debt is defined in Section 2.3(a)(iii)(A).

Related to Estimated Closing Date Debt

Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Closing Date Balance Sheet has the meaning specified in Section 2.3(b).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Second Closing Date means the date of the Second Closing.
Final Closing Working Capital has the meaning set forth in Section 2.4(e).
Additional Closing Date shall have the meaning set forth in Section 2.3.2.
Closing Date Term Loans as defined in Section 2.1.
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

Estimated Closing Date Debt definition

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Related Definitions

Related to Estimated Closing Date Debt