Estimated Closing Date Indebtedness definition

Estimated Closing Date Indebtedness has the meaning specified in Section 2.6(a).

Estimated Closing Date Indebtedness has the meaning specified in Section 3.3.

Estimated Closing Date Indebtedness means Seller’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Examples of Estimated Closing Date Indebtedness in a sentence

• The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

• The parties hereto have agreed that the aggregate price to be paid by U.S. Buyer and Canadian Buyer for the Assets, in addition to the assumption of the Assumed Liabilities by U.S. Buyer, shall be $136,700,000 plus the Estimated Closing Date Cash, minus the Estimated Closing Date Indebtedness (the "Preliminary Purchase Price"), subject to adjustment after the Closing in the amount of the Purchase Price Adjustment Amount determined pursuant to Section 2.07 (as so adjusted, the "Purchase Price").

• Following the Closing, in the event that any Person makes a claim for the payment of any Post-Closing Covered Expenses owed to such Person but not paid pursuant to Section 2.3(c)(iii), if and to the extent that any such Post-Closing Covered Expenses were included in the Estimated Closing Date Indebtedness, the Buyer and its Subsidiaries shall pay any such claimed amount and the Sellers shall have no liability therefor.

• The Board of Education has been supplied detailed background information regarding the following agenda items and/or the agenda items listed below have been discussed at a previous meeting of the White Pigeon Board of Education.

• Estimated Closing Date Net Working Capital shall be calculated in accordance with GAAP and in a manner consistent with Schedule 1.01(f), and each of Estimated Closing Date Indebtedness and Estimated Closing Date Cash shall be calculated in accordance with the definitions thereof.

More Definitions of Estimated Closing Date Indebtedness

Estimated Closing Date Indebtedness is defined in Section 2.3(A)(2).

Estimated Closing Date Indebtedness shall have the meaning set forth in the definition of “Estimated Closing Statement” in this Exhibit A.

Estimated Closing Date Indebtedness means Parent’s good faith estimate of the Closing Date Indebtedness as set forth on the statement delivered pursuant to Section 4.2(b).

Estimated Closing Date Indebtedness means the estimated Company Debt as of immediately prior to the Closing, as set forth in the Payoff Letters to be delivered by Sellers pursuant to Section 1.03(a) or derived from the Estimated Closing Balance Sheet to be delivered by Sellers pursuant to Section 1.05(a).

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

Estimated Closing Date Indebtedness shall have the meaning set forth in Section 1.7(c)(i) of this Agreement.

Estimated Closing Date Indebtedness means the Sellers’ good faith estimate of Closing Date Indebtedness, as set forth in the Closing Calculation to be delivered pursuant to Section 2.6.