Estimated Closing Net Assets definition

Estimated Closing Net Assets has the meaning set forth in Section 3.3(a).

Estimated Closing Net Assets the meaning set forth in Section 2.4(b) hereof.

Estimated Closing Net Assets has the meaning set forth in Section 2.2(a).

Examples of Estimated Closing Net Assets in a sentence

• If the Estimated Closing Net Assets are less than the Closing Net Assets Threshold, then such shortfall shall first reduce the amount of the Convertible Note, dollar for dollar, and to the extent the amount of the Convertible Note is reduced to zero, any remaining shortfall shall reduce the Cash Payment, dollar for dollar.

• If the Estimated Closing Net Assets are more than the Closing Net Assets Threshold then such excess shall increase the amount of the Convertible Note, dollar for dollar.

• No later than five Business Days prior to the Closing Date, Seller shall deliver to Buyer its good faith estimate (including reasonable supporting documentation) of the Closing Net Assets of the Business, as defined and calculated in accordance with Schedule 2.4(a) as of the close of business on the Business Day prior to the Closing Date (the "Estimated Closing Net Assets").

• To the avoidance of doubt, if the difference between the finally determined Final Closing Net Assets and the Estimated Closing Net Assets is less than RMB750,000, then such difference shall be disregarded and neither party shall indemnify the other party.

• As used herein, “Estimated Closing Net Assets” means the estimate of the Closing Net Assets set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.2.1(a), assuming for purposes of such calculation that the Closing Net Assets is equal to the Estimated Closing Net Assets.

• Seller and Purchaser will work together to agree within twenty (20) days of the date of the Agreement on Accounting Policies to be used in calculating the Statement of Estimated Closing Net Assets.

• To the extent that the Estimated Closing Net Assets are greater than $1,149.0 million (the "Target Amount"), the Purchase Price to be remitted at Closing will be increased by such excess.

• Five days prior to the Closing Date, the Seller will deliver to the Purchaser an estimate of the Closing Net Assets, which shall be the net assets as of the end of the most recent accounting month for which internal financial statements are available determined on a basis consistent with the methodology to be employed in the calculation of the Closing Net Assets as set forth below (the "Estimated Closing Net Assets").

• To the extent that the Estimated Closing Net Assets are less than the Target Amount, the Purchase Price to be remitted at Closing will be decreased by such shortfall.

• Buyer and Seller hereby agree that such items shall be considered for the purposes of establishing the EACs in determining the Estimated Closing Net Assets and the Closing Net Assets.

More Definitions of Estimated Closing Net Assets

Estimated Closing Net Assets has the meaning set forth in Section 2.9(a) of the Agreement.

Estimated Closing Net Assets means the estimate of the Closing Net Assets set forth in the Closing Certificate, and “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.2.1(a), assuming for purposes of such calculation that the Closing Net Assets is equal to the Estimated Closing Net Assets. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall pay and deliver the Estimated Purchase Price (as calculated based upon the Closing Certificate) to Seller by means of a wire transfer of immediately available cash funds to an account designated by Seller no later than two (2) Business Days prior to the Closing.