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 2.05(a).

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

Examples of Estimated Closing Indebtedness Amount in a sentence

• All accrued and unpaid Taxes of the Company and its Subsidiaries as of close of business on the Closing Date (calculated in accordance with past practice and not taking into account the Closing or any actions taken by Parent or the Company and its Subsidiaries after the Effective Time) will be included in the Estimated Closing Indebtedness Amount.

• The Closing Date Payment payable at Closing under Section 2.03 shall be calculated using the Estimated Closing Indebtedness Amount, Estimated Closing Cash, and Estimated Closing Transaction Expenses set forth in the Closing Certificate; provided, however, that no adjustment shall be made for Estimated Closing Working Capital at Closing.

• The Purchase Price will be subject to a dollar-for-dollar post-Closing downward or upward adjustment if and to the extent that the Adjustment Statement, as finally determined in accordance with Section 3.5(d), provides that the Closing Indebtedness Amount exceeds or is less than the Estimated Closing Indebtedness Amount.

• At the Closing, Buyer shall pay to Seller an amount equal to the Initial Payment, less the Estimated Closing Indebtedness Amount (the “Closing Payment”).

• At the Closing, Buyer shall pay for the account and on behalf of Seller (and without assuming any obligations or liabilities of Seller thereunder) the Estimated Closing Indebtedness Amount (if any) of Seller deducted in calculating the Closing Payment by wire transfer of immediately available funds to the applicable lender(s) pursuant to the instructions in the applicable payoff letter(s) relating to such Indebtedness Amount (which shall include the beneficiary’s name, address and account information).

More Definitions of Estimated Closing Indebtedness Amount

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 referred to in Section 3.3(b)(i).

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. 2.03(b) “Estimated Closing Date Payment Amount” 2.03(c)

Estimated Closing Indebtedness Amount is defined in Section 2.5.1.

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).