Examples of Estimated Closing Debt Amount in a sentence

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”).
The Purchase Price payable at Closing pursuant to Section 2.04(a)(1) (the “Estimated Purchase Price”) shall be calculated using the Estimated Closing Debt Amount and Estimated Working Capital set forth on the Estimated Closing Statement.
The Purchase Price payable at Closing under Section 2.04(a)(1) (the “Estimated Purchase Price”) shall be calculated using the Estimated Closing Debt Amount and Estimated Working Capital set forth on the Estimated Closing Statement.
The Purchase Price payable at Closing under Section 2.04(a) (the “Estimated Purchase Price”) shall be calculated using the Estimated Closing Debt Amount, Estimated Closing Cash Amount, Estimated Seller Transaction Expenses and Estimated Net Asset Value set forth on the Estimated Closing Statement.
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If Purchaser fails to deliver any of the Proposed Amounts, then the Estimated Closing Working Capital, Estimated Closing Debt Amount and Estimated Unpaid Transaction Expenses, as applicable, delivered by Seller shall be conclusive and binding upon the parties.

More Definitions of Estimated Closing Debt Amount

Estimated Closing Debt Amount. (iii) Unpaid Transaction Expenses (the “Estimated Transaction Expenses”), (iv) Cash (“Estimated Cash”) and (v) the resulting Closing Common Share Payment to each Seller (taking into account and including the amount of any reduction with respect to such Seller’s promissory note, if any, contemplated by the proviso to the first sentence of Section 2.1(b)). Notwithstanding any input Buyer may have with respect to the amounts reflected in such written statement, no position or agreement made or taken by any of the parties with respect to the amounts reflected in such statement and/or such accompanying calculations shall preclude any such party from taking any other position or making any other argument with respect to the Adjustment Statement and/or accompanying calculations, as applicable. The Estimated Closing Statement is to be prepared in accordance with the applicable principles and illustrative calculation each as set forth on Exhibit B (such principles and illustrative calculation, the “Accounting Principles”) and the applicable definitions set forth herein.

Estimated Closing Debt Amount is defined in Section 2.3(a) of this Agreement.

Estimated Closing Debt Amount means the good faith estimate by Seller of the Closing Debt Amount based on actual amounts for the applicable Adjustment Measurement Date where available and, to the extent actual amounts are not then available, using the latest internal estimates for such date.

Related to Estimated Closing Debt Amount

Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

Estimated Closing Debt Amount definition

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