Estimated Closing Date Statement definition

Estimated Closing Date Statement has the meaning set forth in Section 2.4(a).

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Estimated Closing Date Statement means a certificate containing the Estimated Closing Date Net Working Capital to be prepared in good faith by the Seller in accordance with the Working Capital Rules and delivered to the Purchaser at least one (1) Business Day prior to the Closing Date;

Estimated Closing Date Statement means the statement which shall reflect the Company’s good faith estimate of Cash Amount, Debt Amount, Unpaid Company Transaction Expenses and Closing Working Capital.

Examples of Estimated Closing Date Statement in a sentence

• The Estimated Closing Date Statement will be prepared in a manner consistent with (x) the definitions of the terms Closing Company Net Working Capital, Working Capital Increase, Working Capital Decrease, Closing Company Cash, Closing Company Indebtedness, Closing Company Transaction Expenses, and Purchase Price (and the definitions of the defined terms contained therein) and (y) the Accounting Principles.

• For the avoidance of doubt, Seller shall not be required to delay the Closing as a result of ▇▇▇▇▇’s review of or comments to the Estimated Closing Date Statement, and Buyer’s review thereof shall not limit or otherwise affect the preparation of the Closing Date Statement in accordance with this Agreement.

• The Closing shall be effective at 12:01 a.m., Eastern Time, on the Closing Date (the “Effective Time”, provided, that, if the Closing Date is the last day of a calendar month, during the period between the Effective Time and the Measurement Time, Buyer shall not take any action, or cause the Company to take any action, that would modify, or be reasonably expected to modify, any of the amounts set forth in the Estimated Closing Date Statement calculated as of the Measurement Time).

More Definitions of Estimated Closing Date Statement

Estimated Closing Date Statement means Parent's good-faith estimate of the Closing Date Statement.

Estimated Closing Date Statement means a statement in the form prescribed in Section 2.5(a) certifying an estimated, unaudited balance sheet of the Company as of the Closing Date, and including the Company’s good faith estimate of (i) the Estimated Working Capital Amount and (ii) the Estimated Transaction Expenses.

Estimated Closing Date Statement means the Estimated Closing Date Statement as reviewed and certified by Coopers & Lybr▇▇▇ ▇.▇.P to accurately set forth the actual amount (rather than the Seller's good faith estimate) as of the Calculation Date of each of the amounts required to be set forth in the Estimated Closing Date Statement. Following the Certified Statement Date (and except as provided in Section 5.2.2(b)), the Seller may only distribute that portion of the Class Four Creditor Value Share that exceeds the Reserved Value Share (as defined below). The "Reserved Value Share" means the sum of $285 million plus (x) if the Certified Statement Date is the date of delivery of the Final Closing Date Statement, an amount (which will not be less than zero) equal to the remainder

Estimated Closing Date Statement see Section 2.1.1.

Estimated Closing Date Statement is defined in Section 1.2.2.

Estimated Closing Date Statement has the meaning assigned to that term in Section 2.3 of this Agreement.

Estimated Closing Date Statement shall have the meaning given to such term at Section 1.6(a).