Estimated Closing Debt definition

Estimated Closing Debt has the meaning set forth in Section 2.6(a).

Estimated Closing Debt means the Company’s good faith estimate of the Closing Debt, as set forth on the Estimated Closing Statement.

Estimated Closing Debt has the meaning specified in Section 4.1(b).

Examples of Estimated Closing Debt in a sentence

• The aggregate merger consideration shall be equal to (i) an amount equal to One Hundred Ninety-Five Million Dollars ($195,000,000), (ii) plus the Estimated Closing Cash, (iii) less the Estimated Closing Debt, (iv) less the Estimated Closing Transaction Expenses and (v) subject to the other adjustments as described in Section 2.7(b) below (such net amount, the “Merger Consideration”).

• On the Closing Date, Purchaser shall pay to the Sellers in accordance with Article 2.1(i) the Cash Consideration minus the Estimated Closing Working Capital Adjustment as defined in Exhibit 3, plus the Estimated Closing Cash, less the Estimated Closing Debt, minus the Estimated Vivendi Leakage Amount.

• At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).

• Failure of Buyer to deliver the Closing Statement shall constitute acceptance by Buyer that (i) the Closing Working Capital equaled the Estimated Closing Working Capital, (ii) the Closing Cash equaled the Estimated Closing Cash and (iii) the Closing Debt equaled the Estimated Closing Debt.

• For purposes of determining the Closing Consideration Value on the Closing Date, the parties shall use the Estimated Transaction Expenses, Estimated Transaction Expense Exclusion and the Estimated Closing Debt.

More Definitions of Estimated Closing Debt

Estimated Closing Debt means the aggregate principal amount of indebtedness for money borrowed of the Transferred Subsidiaries as of the Closing, plus the accrued but unpaid interest thereon as of the Closing, as estimated by the Company in good faith.

Estimated Closing Debt is defined in Section 2.2(a).

Estimated Closing Debt has the meaning set forth in Article 2.2.1.

Estimated Closing Debt shall be Seller’s good faith estimate (on a preliminary basis) of Closing Debt based on the Interim Balance Sheet of the Company with such adjustments as the Seller reasonably believes are necessary to reflect its good faith estimate of changes from the date of such balance sheet to the Closing

Estimated Closing Debt shall have the meaning set forth in Section 2.3.

Estimated Closing Debt has the meaning set forth in Section 2.5(b). “Estimated Closing Working Capital” has the meaning set forth in Section 2.5(b). “Estimated Statement” has the meaning set forth in Section 2.5(b).

Estimated Closing Debt means the good faith estimate by the Sellers of Closing Debt, based on the most recent month-end balance sheet and other information available to the Sellers at the time of the preparation of such estimate, with such adjustments as the Sellers reasonably believe are necessary to reflect their good faith estimate of changes from the date of such balance sheet until the consummation of the Closing.