Estimated Closing Net Worth definition

Estimated Closing Net Worth means the Closing Net Worth as estimated by GTI in good faith and notified by GTI to Purchaser three Business Days before the Closing. The Estimated Closing Net Worth can be represented by a positive or negative number.

Estimated Closing Net Worth has the meaning specified in Section 2.07.

Estimated Closing Net Worth shall have the meaning set forth in Section 3.05(a) hereof.

Examples of Estimated Closing Net Worth in a sentence

• The pending change orders and claims set forth on Schedule 3.6, in each case to the extent (and only to the extent) they are reflected in the Estimated Closing Net Worth, are hereafter referred to as the “Unapproved or Pending Change Orders and Claims”.

• The Company shall make available to Purchaser all work papers and other books and records utilized in preparing the Estimated Closing Net Worth and shall make available to Purchaser the appropriate personnel involved in the preparation of such estimate.

• In the Fall of 2021, Dr. Stachura was in the process of applying for promotion to Full Professor (generally referred to simply as Professor).

• Buyer shall be given an opportunity to review and comment on the Proposed Estimated Closing Net Worth Statement and Seller shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment.

• As set forth in the Estimated Closing Statement, the Estimated Closing Net Worth equals Forty Million Dollars ($40,000,000.00) (the “Target Net Worth”).

• If the Final Closing Net Worth is less than the Estimated Closing Net Worth, the Deficiency shall first be distributed to Purchaser from the Escrow with the balance, if any, of the Deficiency to be paid by the Company to Purchaser.

• The Aggregate Closing Consideration will be adjusted by the amount equal to the difference, if any, between the Estimated Closing Net Worth and the Base Net Worth and as otherwise adjusted in accordance with the methodology set forth in EXHIBIT E (as so adjusted, the "ESTIMATED ADJUSTMENT").

• The parties hereto agree and acknowledge the only component of the Closing Purchase Price subject to adjustment pursuant to this Section 2.7 is the Estimated Closing Net Worth Amount, and none of the Fixed Amount, the IT Purchase Price and the Deferred Tax Asset Value is subject to any post-Closing adjustment (except to the extent there may be a reduction of the IT Purchase Price pursuant to Section 5.12 and a reimbursement of the costs of medical and dental plans pursuant to Section 6.2).

• The Proposed Estimated Closing Net Worth Statement and the Estimated Closing Net Worth Statement will be prepared from the Books and Records as of the Closing Date and in accordance with GAAP, consistently applied.

• Closing Net Worth Adjustment and Estimated Closing Net Worth Adjustment.

More Definitions of Estimated Closing Net Worth

Estimated Closing Net Worth has the meaning ascribed to such term in Section 4.2.

Estimated Closing Net Worth has the meaning set forth in Section 2.3(a)(ii).

Estimated Closing Net Worth. Section 2.13(a)

Estimated Closing Net Worth has the meaning as defined in Section 3.2 hereof Estimated Net Profits has the meaning as defined in Section 3.4.2 hereof Expert Arbitrator has the meaning as defined in Section 3.5 hereof Financial Statements has the meaning as defined in Section 4.2.1 hereof Financial Statements for 2003 means the audited financial statements of Target for the business year ending December 31, 2003 Germany means the Federal Republic of Xxxxxxx (BUNDESREPUBLIK DEUTSCHLAND)

Estimated Closing Net Worth means the good faith estimate provided prior to the date hereof by Seller to Buyer of Closing Net Worth.