Estimated Closing Net Indebtedness definition

Estimated Closing Net Indebtedness has the meaning specified in Section 2.03(b).

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Estimated Closing Net Indebtedness means: (a) the estimated Company Indebtedness, as of 11:59 PM Eastern time on the day immediately prior to the Closing Date, as indicated in the Estimated Statement; less (b) the Company’s and the Subsidiaries’ estimated aggregate Cash as of 11:59 PM Eastern time on the Business Day immediately prior to the Closing Date, as indicated in the Estimated Statement.

Estimated Closing Net Indebtedness has the meaning set forth in Clause 2.3.1(i).

Examples of Estimated Closing Net Indebtedness in a sentence

In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.
Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments).
The Estimated Closing Net Indebtedness shall include an estimate of the various adjustments described in the Indebtedness definition (points (a) to (d)).
The purchase price for the Shares (the “Closing Purchase Price”) is an amount equal to (i) $2,700,000,000, plus (ii) Estimated Closing Working Capital Adjustment, minus (iii) Estimated Closing Net Indebtedness, minus (iv) the amount of Estimated Seller Transaction Expenses.
The “Purchase Price Adjustment Amount” means an amount equal to (i) (x) Final Closing Working Capital Adjustment minus (y) Estimated Closing Working Capital Adjustment, minus (ii) (x) Final Closing Net Indebtedness minus (y) Estimated Closing Net Indebtedness, minus (iii) (x) Final Seller Transaction Expenses minus (y) Estimated Seller Transaction Expenses.
Upon receipt of the Estimated Statement, the Buyer and the Sellers’ Representative shall use their commercially reasonable efforts to reach agreement on the amount of the Estimated Closing Net Indebtedness.
For the avoidance of doubt, if Estimated Closing Net Indebtedness is less than or equal to Target Closing Net Indebtedness, the Purchase Price will not be adjusted pursuant to paragraph (b) of this Section 2.1.
The Reliant Estimated Working Capital Amount and the Reliant Estimated Closing Net Indebtedness shall be calculated in good faith in accordance with GAAP and consistent with the policies and principles (including the calculation of accruals and reserves) used in the preparation of the Financials, as modified by this Agreement.
Notwithstanding the foregoing, any item included in the Estimated Working Capital Amount or the Estimated Closing Net Indebtedness which is not objected to in the Thermage Objection Notice shall be deemed to be accepted by Thermage (such items being “Resolved Items”) and any amounts included within such item shall be deemed to be final, binding and conclusive.
If the Estimated Closing Net Indebtedness exceeds the Final Closing Net Indebtedness, then the Purchase Price, as estimated pursuant to Section 2.8 (Estimated Working Capital), will be increased by an amount equal to such excess.

More Definitions of Estimated Closing Net Indebtedness

Estimated Closing Net Indebtedness means Closing Net Indebtedness, as estimated by the Company in good faith and delivered to Buyer at least two (2) Business Days prior to the Closing Date.

Estimated Closing Net Indebtedness has the meaning set forth in Section 1E(i).

Estimated Closing Net Indebtedness means the estimate of the Closing Net Indebtedness computed pursuant to Section 3.6 and the Estimated Closing Consideration Spreadsheet.

Estimated Closing Net Indebtedness shall have the meaning set ---------------------------------- forth in Section 2.4.

Estimated Closing Net Indebtedness is defined in Section 2.3.1.