Estimated Closing Funded Debt definition

Estimated Closing Funded Debt shall have the meaning set forth in Section 2.11(a). “Estimated Closing Working Capital” shall have the meaning set forth in Section 2.11(a).

Estimated Closing Funded Debt respectively, for purposes of this Agreement. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zero.

Estimated Closing Funded Debt. The Closing Statement shall be prepared in accordance with the accounting principles, practices, methodologies and policies set forth on Section 2.10 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

Examples of Estimated Closing Funded Debt in a sentence

• The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing.

• The Estimated Adjustment Amount, the Estimated Closing Cash Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

• The Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

• The Estimated Adjustment Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

• The Closing Statement will be prepared in a format consistent with the Sample Closing Statement and in accordance with the Transaction Accounting Principles and set forth in reasonable detail Seller’s calculations of the Estimated Adjustment Amount, the Estimated Closing Cash Amount, the Estimated Closing Funded Debt and the Estimated Closing Transaction Expenses.

• The Estimated Adjustment Amount, the Estimated Closing Cash Amount, the Estimated Closing Company Transaction Expenses and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

• The Estimated Adjustment Amount, the Estimated Closing Cash Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing (all of which, for the avoidance of doubt, shall be determined assuming each Deferred Closing occurred at the Closing).

• The Estimated Adjustment Amount, the Estimated Closing Cash Amount, and the Estimated Closing Funded Debt (in each case as amended as applicable to reflect Purchaser’s comments to the extent acceptable by Seller in accordance with the preceding sentence) shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing.

• OFFICER’S RECOMMENDATION That Council receive the bank reconciliations report for 30 June 2021.

• The Estimated Adjustment Amount, the Estimated Closing Cash Shortfall and the Estimated Closing Funded Debt shall be used to calculate the Closing Secondary Equity Interests Cash Consideration to be paid by Purchaser to Seller or the other applicable Seller Entities at the Closing, and the Estimated Closing Cash Shortfall shall be used to calculate the portion of the Cash Shortfall Contributions (if any) to be paid by Xxxxxxxxx and the Seller Entities at the Closing.

More Definitions of Estimated Closing Funded Debt

Estimated Closing Funded Debt has the meaning set forth in Section 3.01(c).