Examples of Estimated Closing Proceeds in a sentence

Buyer will have the opportunity to review the materials and information used by Seller Parent in preparing the Closing Schedule and its calculation of the Estimated Closing Proceeds, and the Companies will make available such personnel as are reasonably necessary to assist Buyer in its review of the Closing Schedule and discuss in good faith any modifications thereto proposed by Buyer.
If Sellers and Buyer are unable to agree on the amount of the Estimated Closing Proceeds, the applicable values proposed by Seller Parent will be utilized for purposes of the cash payment made at the Closing as contemplated by Section 1.3(b), but in no event will the determination of the amounts set forth in Seller Parent’s estimate delivered hereunder prejudice Seller Parent’s or Buyer’s rights under any other provision of this Section ‎1.5.
A number of Indemnifying Securityholders whose aggregate Pro Rata Portions of the Estimated Closing Proceeds represent no less than 95% of the aggregate Estimated Closing Proceeds will have executed and delivered Joinder Agreements to Parent, and all such Joinder Agreements will be in full force and effect.
For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Unpaid Transaction Expenses or Net Working Capital shall be double counted for purposes of calculating the Estimated Closing Proceeds hereunder.
Sellers will be responsible for payment of any Taxes for any Pre-Closing Tax Periods; provided, however, that Sellers and their Affiliates will not be responsible for any Taxes with respect to any Pre-Closing Tax Period to the extent such Taxes were taken into account pursuant to Section ‎1.5 hereof in determining Estimated Closing Proceeds, the Closing Date Purchase Price or the Net Adjustment Amount.
In this case, for example, immigrant youths denied employment or education opportunities in Cape Town are facing a form of exclusion.

More Definitions of Estimated Closing Proceeds

Estimated Closing Proceeds means (a) $130,000,000, plus (b) Estimated Closing Cash, plus or minus (c) the amount by which the Estimated Closing Working Capital exceeds the Target Working Capital or the amount by which the Target Working Capital exceeds the Estimated Closing Working Capital, minus (d) the Estimated Closing Indebtedness, minus (e) the Estimated Transaction Expenses.

Related to Estimated Closing Proceeds

Estimated Closing Cash 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).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
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.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Working Capital Escrow Amount means $2,000,000.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
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;
Closing Payment has the meaning set forth in Section 2.2.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Date Cash has the meaning specified in Section 3.4(a).

Estimated Closing Proceeds definition

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