Estimated Closing Liability Amount definition

Estimated Closing Liability Amount means the estimated Closing Liability Amount as set forth on the Estimated Closing Balance Sheet.

Estimated Closing Liability Amount is defined in Section 2.15(a).

Examples of Estimated Closing Liability Amount in a sentence

• Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to the Purchaser an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”), which shall include the Company’s good faith calculations of the Estimated Closing Liability Amount and the Estimated Closing Cash Amount.

• If the Final Closing Liability Amount is greater than the Estimated Closing Liability Amount (such excess, the “Liability Excess Amount”) or the Final Closing Cash Amount is less than the Estimated Closing Cash Amount (such shortfall, “Cash Shortfall Amount”), then 35 the Purchaser shall be entitled to receive, pursuant to Section 4.3(f), an aggregate amount equal to the sum of (1) the Liability Excess Amount, if any, plus (2) the Cash Shortfall Amount, if any (the “Negative Adjustment Amount”).

• Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver to the Purchaser an estimated Closing Balance Sheet (the “ Estimated Closing Balance Sheet”), which shall include the Company’s good faith calculations of the Estimated Closing Liability Amount and the Estimated Closing Cash Amount.

• The amount of the Estimated Closing Payment has been calculated using the Estimated Closing Liability Amount, the Estimated Closing Cash Amount, and the Estimated Seller Transaction Expenses set forth in the Estimated Closing Statement, which shall be subject to a “true-up” adjustment after the Closing pursuant to Section 2.17(f).

• If the Final Closing Liability Amount is greater than the Estimated Closing Liability Amount (such excess, the “ Liability Excess Amount”) or the Final Closing Cash Amount is less than the Estimated Closing Cash Amount (such shortfall, “Cash Shortfall Amount”), then the Purchaser shall be entitled to receive, pursuant to Section 4.3(f), an aggregate amount equal to the sum of (1) the Liability Excess Amount, if any, plus (2) the Cash Shortfall Amount, if any (the “Negative Adjustment Amount”).