Estimated Closing Indebtedness Amount definition

Estimated Closing Indebtedness Amount has the meaning set forth in Section 1.4(b).

Estimated Closing Indebtedness Amount has the meaning set forth in Section 2.10.

Estimated Closing Indebtedness Amount means Seller’s good faith estimate of the Closing Indebtedness Amount.

Examples of Estimated Closing Indebtedness Amount in a sentence

• Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount, and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of the foregoing.

• If the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, the Closing Consideration Amount shall be decreased by the amount of such excess.

• Notwithstanding anything in this Agreement to the contrary, no item shall be counted more than once in the determination of the Estimated Working Capital Amount, Final Working Capital Amount, Estimated Cash on Hand Amount, Final Cash on Hand Amount, Estimated Closing Indebtedness Amount, Final Closing Indebtedness Amount, Estimated Transaction Expenses or Final Transaction Expenses.

• In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount.

• In the event that the Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is equal to the Estimated Closing Indebtedness Amount, no adjustment will be due.

More Definitions of Estimated Closing Indebtedness Amount

Estimated Closing Indebtedness Amount has the meaning specified in Section 3.3.

Estimated Closing Indebtedness Amount shall have the meaning set forth in Section 2.3(a).

Estimated Closing Indebtedness Amount has the meaning set forth in Section 1.10(a) of this Agreement.

Estimated Closing Indebtedness Amount. “ has the meaning set forth in Section 2.07(a). “Estimated Closing Statement” has the meaning set forth in Section 2.07(a).

Estimated Closing Indebtedness Amount is defined in Section 2.5.1.

Estimated Closing Indebtedness Amount has the meaning set forth in Section 2.8(d). “Estimated Working Capital Deficit” has the meaning set forth in Section 2.8(b). “Estimated Working Capital Excess” has the meaning set forth in Section 2.8(b).

Estimated Closing Indebtedness Amount means the Indebtedness Amount set forth on the Closing Certificate. “GAAP” means generally accepted accounting principles as currently promulgated in the United States of America applied on a consistent basis throughout the periods involved. “Governmental Authority” means any domestic, foreign or multi-national federal, commonwealth, state, provincial, regional, municipal or local governmental or administrative authority, including any court, tribunal, agency, bureau, committee, board, regulatory body, administration, commission or instrumentality constituted or appointed by any such authority. “Indebtedness Amount” means the amount of, to the extent the following are secured by Liens on the Purchased Assets or otherwise would prohibit or impair the transfer of the Purchased Assets, without duplication: (i) all indebtedness or other obligations of Seller for borrowed money, (ii) all indebtedness of Seller for the deferred purchase price for purchases of property or services, (iii) all lease obligations of Seller, (iv) the aggregate face amount of all outstanding letters of credit issued on behalf of Seller; (v) all obligations of Seller arising under acceptance facilities; (vi) all guaranties, endorsements and other contingent obligations of Seller to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vii) all obligations of Seller under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (viii) all other obligations secured by a Lien upon any Purchased Assets; (ix) all indebtedness referred to in clauses (i) through (viii) above of any Person other than Seller that is guaranteed by Seller, and (x) accrued and unpaid interest on, and prepayment premiums, penalties or similar contractual charges arising as a result of the discharge of, any such foregoing obligation. “Knowledge of Seller” means the knowledge of facts, matters or circumstances of the Principals after due inquiry and diligence with respect to the matter at hand, or in the absence of such knowledge, the knowledge that such Persons would have had after due inquiry and diligence with respect to the matter at hand. “Lien” means, with respect to any property or asset, any lien, charge, security interest, encumbrance, restriction, conditional sale or other title retention agreement, condition, reservation, ...