Estimated Closing Debt Amount definition

Estimated Closing Debt Amount has the meaning set forth in Section 1.3(c).

Estimated Closing Debt Amount means Seller’s good faith estimate of the Debt of the Company and the Company Subsidiaries as of the Effective Time as set forth on the Estimated Closing Statement, but excluding any Debt expected to be discharged by the Seller at or prior to the Closing.

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.

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 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.

• 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.

• 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.

• 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.

• If the Closing Debt Amount as finally determined pursuant to this Section 2.4 is less than the Estimated Closing Debt Amount (the amount by which the Closing Debt Amount is less than the Estimated Closing Debt Amount, the "Deficit Closing Debt Amount"), then Buyer shall pay to Sellers in accordance with the framework set forth on Annex 2.2, an amount equal to the Deficit Closing Debt Amount.

More Definitions of Estimated Closing Debt Amount

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

Estimated Closing Debt Amount as defined in Section 2.3(a).

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.