Estimated Closing Liabilities definition

Estimated Closing Liabilities means the amount of Closing Liabilities set forth on the Statement of Estimated Closing Liabilities.
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Estimated Closing Liabilities has the meaning set forth in Section 1.7(a)(iii)
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Estimated Closing Liabilities means the Company’s good faith estimate of the Closing Liabilities.
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Examples of Estimated Closing Liabilities in a sentence

  • The Merger Consideration shall be subject to adjustment based upon the Estimated Closing Balance Sheet and Statement of Estimated Closing Liabilities.

  • Reasonable and good faith estimates of i the Estimated Closing Liabilities.

  • At least three (3) business days prior to the Closing, the Company and Parent shall jointly prepare and finalize (i) the Estimated Closing Balance Sheet and (ii) the Statement of Estimated Closing Liabilities.

  • The Merger Consideration shall be reduced dollar for dollar by the amount of any Indebtedness, the amount of any Transaction Expenses and the amount of the Estimated Net Working Capital Deficit, if any, each as set forth on the Estimated Closing Balance Sheet and the Statement of Estimated Closing Liabilities.

  • The statement of Estimated Closing Liabilities shall be prepared in accordance with the accounting principles stated as Exhibit D hereof.

  • If the Final Closing Liabilities are greater than the Estimated Closing Liabilities, then the pre-Closing shareholders of the Company shall be issued additional amount of Merger Consideration, so that the aggregate Merger Consideration shall be (i) as if the Exchange Ratio in Section 3.4(b) reflects the Final Closing Liabilities and (ii) equal to the Naya Merger Shares.


More Definitions of Estimated Closing Liabilities

Estimated Closing Liabilities shall have the meaning specified in Section 2.3(b) of this Agreement.
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Related to Estimated Closing Liabilities

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Estimated Closing Indebtedness 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 means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).