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

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

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

Examples of Estimated Closing Net Debt in a sentence

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.
The Estimated Closing Statement shall quantify in reasonable detail (and reasonable supporting documentation will be delivered in connection therewith) the estimates of the items constituting Estimated Closing Net Debt, Estimated Closing Net Working Capital and Estimated Closing Net Working Capital Adjustment, as applicable, and in each case calculated in accordance with the terms of this Agreement.
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.
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 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.

More Definitions of Estimated Closing Net Debt

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

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

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Agreement, dated 27 May 2003, by and between Even Santé Industrie S.A.S. and Nutrition S.A.S., as replaced and superceded by the Supply and Development Agreement, effective 1 January 2007, by and between Even Santé Industrie S.A.S. and Novartis Consumer Health S.A. "Excluded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" (i) All Taxes relating to the Purchased Assets or the Business for any Pre-Closing Period; (ii) all Taxes imposed on or payable by any Company for any Pre-Closing Period; (iii) with respect to Straddle Periods, Taxes imposed on any Company that are allocable, pursuant to Section 6.6(a), to the portion of such period ending on the Closing Date; (iv) Taxes attributable to a taxable period (or portion of a taxable period) ending on or before the Closing Date for which any Company is held liable by reason of having been a member of a consolidated, combined or unitary group with any Seller (or any Affiliate of a Seller) prior to the Closing (v) all Taxes of any Person (other than a Company) imposed on any Company as a transferee or successor, by contract or pursuant to any law, rule, or regulation for a taxable period ending on or before the Closing Date; and (vi) all Taxes resulting from "excess parachute payments" as defined in section 280G of the Code (without regard to subsection 280G(b)(4)) payable as a result of the transactions contemplated by this Agreement, including (A) the Tax cost of not being permitted to take a Tax deduction for such payments, (B) the reimbursement to a Business Employee for such Taxes, and (C) any gross-up or other payment made to a Business Employee for such Taxes; provided, however, that Excluded Taxes will not include Taxes (A) resulting from any act, transaction or omission of the Buyer or any Company occurring after the Closing that is not in the ordinary course of business, (B) attributable to Buyer's failure to satisfy any of its obligations pursuant to this Agreement or (C) subject to Section 7.18, resulting from any elections file...

Related to Estimated Closing Net Debt

Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Estimated Closing Cash has the meaning set forth in Section 2.4(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).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
Target Working Capital Amount means $162,000,000.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Target Net Working Capital Amount means $0.
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Cash Consideration has the meaning set forth in Section 2.02.

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