Estimated Closing Date Payment definition

Estimated Closing Date Payment has the meaning set forth in Section 1.8(b).

Estimated Closing Date Payment shall have the meaning set forth in Section 1.11(a).

Estimated Closing Date Payment means an amount equal to the sum of (a) the Base Purchase Price, plus (b) the Estimated Net Working Capital Amount,

Examples of Estimated Closing Date Payment in a sentence

• In connection with the foregoing, the Company has provided to Buyer copies of or access to, all books, records, receipts and other information and documentation reasonably necessary for Buyer to understand how the Company computed the Estimated Closing Date Payment.

• Following Closing, the Estimated Closing Date Payment will be increased on a dollar-for-dollar basis by the amount that the Final Closing Date Payment is greater than the Estimated Closing Date Payment or, if applicable, decreased on a dollar-for-dollar basis by the amount that the Estimated Closing Date Payment is greater than the Final Closing Date Payment.

• To the Seller, an amount of cash equal to the Estimated Closing Date Payment by wire transfer in immediately available funds to the account of the Seller that the Seller shall have designated at least forty-eight (48) hours prior to the Closing.

• At least two Business Days prior to the Closing Date, the Equityholder Designee shall advise Buyer in writing of the Equityholders' good faith estimate of the Closing Run Rate Revenues and the Closing Date Payment Amount (the "Estimated Closing Date Payment Amount").

• At the Closing, Buyer shall deliver to the Sellers: (i) the agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6 and (ii) to the extent that the Escrow Amount is insufficient to deliver the Estimated Closing Date Payment to Sellers pursuant to the first sentence of this Section 2.4, an amount equal to such shortfall by wire transfer of immediately available funds to the accounts designated in the Closing Report.

• If the Buyers do not deliver a Closing Statement to the Sellers and Mission Maryland within such sixty (60) day period, the Closing Report, including the calculations set forth therein, shall be deemed to be the “Final Closing Statement” and the Estimated Closing Date Payment set forth therein, the Final Closing Date Payment.

• As promptly as practicable but not later than three Business Days after the Company Certificate Date, each of the Shareholder Representative and Parent shall identify any adjustments to the Company Certificate that it reasonably believes are required to accurately set forth the Estimated Purchase Price and the Estimated Closing Date Payment or shall confirm in writing to the Company that no such adjustments are necessary.

• Buyer will have sufficient cash on hand to pay the Estimated Closing Date Payment Amount as of the Closing Date.

• If the Buyer does not deliver a Closing Statement to the Sellers within such thirty (30) day period, the Closing Report, including the calculations set forth therein, shall be deemed to be the “Final Closing Statement” and the Estimated Closing Date Payment set forth therein, the Final Closing Date Payment.

• As used herein, the "Allocable Share" of any Equityholder of the Damages payable by the Equityholders pursuant to this Article 9 of this Agreement shall be the percentage of such Equityholder's portion of the Estimated Closing Date Payment Amount set forth opposite such Equityholder's name on Schedule 2.3.

More Definitions of Estimated Closing Date Payment

Estimated Closing Date Payment means an amount equal to the sum of (a) the Base Purchase Price, plus (b) the Estimated Net Working Capital Amount, minus (c) the Estimated Net Indebtedness Amount, and plus (d) the Capital Spare and Inventory Amount.

Estimated Closing Date Payment shall have the meaning set forth in Section 2.5(a). “Estimated Net Working Capital” shall have the meaning set forth in Section 2.5(a). “Final Adjustment Amount” shall have the meaning set forth in Section 2.5(d). “Final Closing Date Payment” shall have the meaning set forth in Section 2.5(b). “Final Closing Statement” shall have the meaning set forth in Section 2.5(b). “Financial Statements” shall have the meaning set forth in Section 3.15. “Fundamental Representation” shall have the meaning set forth in Section 7.4.

Estimated Closing Date Payment has the meaning set forth in Section 2.7(a) of this Agreement.

Estimated Closing Date Payment means an amount equal to (a) Three Hundred Twenty-Five Million Dollars ($325,000,000), (b) minus the amount of Indebtedness of the Company Parties shown on the Estimated Closing Statement to the extent any such Indebtedness is not paid and discharged at or prior to the Closing, (c) plus the amount of Cash of the Company Parties shown on the Estimated Closing Statement, (d) minus the amount of Company Transaction Expenses shown on the Estimated Closing Statement to the extent any Company Transaction Expenses are not paid and discharged at or prior to the Closing, (e) minus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement is less than the Working Capital Target, (f) plus the amount, if any, by which the Net Working Capital as reflected on the Estimated Closing Statement exceeds the Working Capital Target, and (g) if the Closing Date is prior to January 10, 2017, minus the amount of the Deferred Purchase Price. The reductions and calculations set forth in clauses (b), (c), (d), (e) and (f) above shall be taken without duplication of any items in two or more of such clauses.

Estimated Closing Date Payment. Section 2.1 hereof.