Estimated Closing Net Indebtedness definition

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

Examples of Estimated Closing Net Indebtedness in a sentence

  • For purposes of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Purchaser to Seller at the Closing, Seller shall in good faith prepare a calculation of the Closing Working Capital (such amount, the "Estimated Closing Working Capital") and the Closing Net Indebtedness (such amount, the "Estimated Closing Net Indebtedness"), in each case based on a good faith estimate by Seller of such amount.

  • As used in this Agreement, "Estimated Cash Purchase Price" shall mean the amount equal to (A) minus (B); where (A) is equal to the Base Cash Purchase Price and (B) is equal to the sum of (i) the amount, if any, by which $22.575 million exceeds the Estimated Closing Working Capital plus (ii) the amount (positive or negative) of the Estimated Closing Net Indebtedness.

  • The statements of Estimated Closing Net Indebtedness, Estimated Closing Net Working Capital and Estimated Closing Intercompany Debt shall be prepared in accordance with GAAP.

  • The Estimated Closing Net Indebtedness shall include an estimate of the various adjustments described in the Indebtedness definition (points (a) to (d)).

  • If (A) the Closing Net Indebtedness Amount as finally determined in accordance with S ection 1.10(b) is greater than (B) the Estimated Closing Net Indebtedness Amount (the positive amount of such difference, the “Closing Net Indebtedness Shortfall”), then Parent and the Securityholders’ Agent shall instruct the Escrow Agent to release to Parent from the Adjustment Escrow an amount in cash equal to the Closing Net Indebtedness Shortfall.


More Definitions of Estimated Closing Net Indebtedness

Estimated Closing Net Indebtedness has the meaning set forth in Clause 2.3.1(i).
Estimated Closing Net Indebtedness has the meaning given to it in Section 1.3(i)(i)(A).
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.

Related to Estimated Closing Net Indebtedness