Estimated Closing Date Purchase Price definition

Estimated Closing Date Purchase Price means an amount equal to:

Estimated Closing Date Purchase Price means for purposes of Section 2.3, the Purchase Price actually paid at Closing, as determined after the adjustments made in Sections 2.1(a), 2.1(b) and 2.3(b) (without regard to Sections 2.3(f)(i) or (f)(ii)).

Estimated Closing Date Purchase Price means the aggregate amount equal to (a) the Purchase Price, less (b) the Escrow, less (c) the Secured Indebtedness, less (d) the amount, if any, by which the Target Inventory Value exceeds the Estimated Inventory Value, and less (e) the Ash Sales Reduction Amount.

Examples of Estimated Closing Date Purchase Price in a sentence

• If the Final Closing Date Purchase Price is less than the Estimated Closing Date Purchase Price, then within 5 days after the final determination of the Closing Date Statement, at the Buyer’s option (i) the Company and the Buyer shall issue a joint notice to the Escrow Agent instructing the Escrow Agent to release to the Buyer an amount equal to such shortfall, or (ii) the Company shall pay the amount of such shortfall to the Buyer in cash or other immediately available funds.

• While there might be some merit in ComEd’s reasoning on this point, Staff does not agree that changes to these provisions should be stricken.

• During the same period, the value of the Retirement System's interest in the Partnership experienced a net valuation increase of 8.6%.

• If such substitutions would have resulted in a Purchase Price equal to the Estimated Closing Date Purchase Price, there shall be no adjustment to the consideration payable hereunder pursuant to this Section 2.3(f).

• MCHIP also participated in the Family Planning Action Group (FPAG) that organized the first National FP conference and developed the new RAPID advocacy tool.

• If such substitutions would have resulted in a Purchase Price that is less than the Estimated Closing Date Purchase Price (such deficit, the “Price Decrease”), then TAT shall return the original Promissory Note to Buyer against delivery of a modified Promissory Note the principal of which is reduced by the Price Decrease within five Business Days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d).

• Section 1.4.1 of the Company Disclosure Schedule contains a statement (the “Estimated Closing Statement”), jointly prepared by Sellers and Buyer, reflecting such parties’ calculation of the Estimated Closing Date Purchase Price, including (i) good-faith estimate of each component of the Transaction Expenses as of the Closing Date (the “Estimated Closing Transaction Expenses”) and (ii) the aggregate amount to be paid to each Seller at Closing in accordance with Section 1.2 hereof.

• Payment at Closing On the Closing Date: (i) Landsea Homes will pay, or cause to be paid, to each Seller such Seller’s pro rata portion of the Estimated Closing Date Purchase Price (less the sum of the Prior Escrow Deposit and the Purchase Price Deposit) in cash; and (ii) Landsea Homes, the Target Company and the Sellers will cause the escrow agent to distribute to each Seller such Seller’s pro rata portion of the Purchase Price Deposit held in the Purchase Price Escrow Account.

• If such substitutions would have resulted in a Purchase Price that is greater than the Estimated Closing Date Purchase Price (any such excess, the “Price Increase”), then Buyer shall within 30 days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d) cover the Price Increase by payment of immediately available funds to TAT.

More Definitions of Estimated Closing Date Purchase Price

Estimated Closing Date Purchase Price as defined in Section 2.2(b).

Estimated Closing Date Purchase Price shall be the Base Amount, plus (i) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital or minus the amount by which the Estimated Net Working Capital is less than the Target Net Working Capital, as the case may be, plus (iii) the Estimated Cash, minus (iv) the Estimated Indebtedness, minus (v) the amount of the Estimated Transaction Expenses. After delivery of the Estimated Closing Statement by the Company and prior to the Closing, Buyers and their accountants and other Representatives shall be permitted to review the books and records of the Acquired Companies and any work papers related to the preparation of the Estimated Closing Statement.