Estimated Closing Net Debt definition

Estimated Closing Net Debt shall have the meaning ascribed to it in Section 1.5(a)(ii).

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Estimated Closing Net Debt means the Closing Net Debt as set forth on the Estimated Closing Statement.

Estimated Closing Net Debt has the meaning specified in Section 3.2(a)(i).

Examples of Estimated Closing Net Debt in a sentence

If Closing Net Debt exceeds Estimated Closing Net Debt, then Buyer shall pay to Seller, as an adjustment to the Purchase Price, in the manner provided in Section 2.03(b), the amount of such excess.
If Parent and Purchaser are not able to resolve any dispute regarding the Estimated Closing Net Debt by two (2) Business Days before the Closing Date, the Estimated Closing Net Debt shall equal to the Estimated Closing Net Debt as set forth in Parent's written estimate.
At such time as the Closing Net Debt shall become final in accordance with Section 1.3(b) (the “Final Closing Net Debt”), the Final Closing Net Debt shall be compared to the Estimated Closing Net Debt.
The Base Purchase Price will be adjusted (as so adjusted, the "Purchase Price") (i) upward, US dollar for US dollar, by the Estimated Closing Net Debt in the event that such amount is negative and (ii) downward, US dollar for US dollar, by the Estimated Closing Net Debt in the event that such amount is positive.
The Estimated Closing Net Debt Calculation Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.
In the event that the Final Closing Net Debt exceeds the Estimated Closing Net Debt, the Sellers shall be obligated to pay to the Purchaser an amount equal to such excess, in cash in immediately available funds.
The Buyer may dispute any amount reflected in the Initial Closing Statement, but only on the basis that such disputed amount is either arithmetically inaccurate or was not prepared in the manner consistent with (or failed to take into account items required by) the Accounting Principles, or, with respect to the Closing Date Net Debt, was not arrived at in the manner consistent with the preparation of the Estimated Closing Net Debt Statement.
In the event that the Estimated Closing Net Debt exceeds the Final Closing Net Debt, the Purchaser shall be obligated to pay to the Sellers an amount equal to such excess, in cash in immediately available funds.

More Definitions of Estimated Closing Net Debt

Estimated Closing Net Debt has the meaning set forth in Section 1(d).

Estimated Closing Net Debt. As defined in Section 2.3(b). "Estimated Closing Net Debt Statement" As defined in Section 2.3(b). "European Commission" The Commission of the European Communities. "Even Santé Prepayment" The prepayment advanced by Nutrition S.A.S. in the amount reflected on the balance sheet of the Business as of the Closing Date pursuant to that certain Supply and Development Agreement, dated 27 May 2003, by and between Even Santé Industrie S.A.S. and Nutrition S.A.S., as replaced and superceded by the Supply and Development Agreement, effective 1 January 2007, by and between Even Santé Industrie S.A.S. and Novartis Consumer Health S.A. "Excluded Agreements" As defined in Section 2.1(k)(xii). "Excluded Assets" As defined in Section 2.1(k). "Excluded Liabilities" As defined in Section 2.2(b). "Excluded Taxes"

Estimated Closing Net Debt means an amount of eighteen million hundred ninety one thousand and hundred eighty three euros (€18,191,183) calculated in accordance with Schedule E;

Estimated Closing Net Debt has the meaning set out in Schedule 3;