Examples of Estimated Closing Proceeds in a sentence

The Company shall consider in good faith any reasonable comments to the Estimated Closing Proceeds provided by the Parent.
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.
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.
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.

More Definitions of Estimated Closing Proceeds

Estimated Closing Proceeds is defined in Section 3.03(a).

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 2.5.
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 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.
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 $500,000.
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 2.02.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Anticipated Closing Date shall have the meaning set forth in Section 1.6(a).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
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(a).
Pre-Closing Straddle Period means the portion of a 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).
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.

Estimated Closing Proceeds definition

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