Estimated Closing Purchase Price definition

Estimated Closing Purchase Price has the meaning set forth in Section 2.4(b), above.

Estimated Closing Purchase Price means, without duplication, $640,000,000 in cash, plus (a) the Estimated Net Working Capital Adjustment Amount, minus (b) Estimated Closing Indebtedness, minus (c) Estimated Closing Transaction Expenses, plus (d) Estimated Closing Cash.

Estimated Closing Purchase Price has the meaning set forth in Section 2.2(b).

Examples of Estimated Closing Purchase Price in a sentence

• If the Estimated Net Working Capital as set forth in the written statement to be delivered by Sellers to Purchaser is less than the amount of the Target Net Working Capital, the Estimated Closing Purchase Price shall be an amount equal to the Base Purchase Price minus the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital.

• Encore shall have no liability for the payment by the Seller Representative, or the allocation among the Sellers, of the Estimated Closing Purchase Price or any other element of Purchase Price that the Sellers may be entitled to receive.

• If the Estimated Net Working Capital as set forth in the written statement to be delivered by Sellers to Purchaser exceeds the amount of the Target Net Working Capital, the Estimated Closing Purchase Price shall be an amount equal to the Base Purchase Price plus the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital.

• The amount of the Estimated Purchase Price set forth on the Estimated Statement, as reviewed and approved by Encore, shall be used to determine the Estimated Closing Purchase Price payable at the Closing pursuant to Section 2.3(c).

• The Purchaser shall update the Tax Allocation, on a basis consistent with the Tax Allocation prepared utilizing the Estimated Closing Purchase Price, to reflect the Closing Purchase Price and provide a copy of such updated Tax Allocation to Seller and, for purposes of this Agreement, such updated Tax Allocation shall be utilized by the parties in connection with their rights and obligations set forth in Section 1.8.

More Definitions of Estimated Closing Purchase Price

Estimated Closing Purchase Price means, without duplication, the Purchase Price, plus (a) the Estimated Net Working Capital Adjustment Amount, minus (b) the Estimated Closing Indebtedness, plus (c) the Estimated Closing Cash, minus (d) the Estimated Transaction Expenses, plus (e) the Estimated Affiliate Receivables.

Estimated Closing Purchase Price means the Closing Purchase Price as shown on the Estimated Closing Purchase Price Certificate subject to any adjustments by, and approval of, the Purchaser.

Estimated Closing Purchase Price means the sum of (a) the Base Purchase Price, minus (b) Estimated Closing Indebtedness and (c) (i) plus Estimated Closing Net Working Capital, if Estimated Closing Net Working Capital is positive, or (ii) minus Estimated Closing Net Working Capital, if Estimated Closing Net Working Capital is negative.

Estimated Closing Purchase Price means the Base Purchase Price, with any increase or decrease thereto shown on the Estimated Closing Purchase Price Certificate (as hereinafter defined) and approved by the Purchaser.

Estimated Closing Purchase Price means $330,000,000, plus the amount, if any, by which Estimated Closing Working Capital is more than Target Net Working Capital, minus the amount, if any, by which Estimated Closing Working Capital is less than Target Net Working Capital.

Estimated Closing Purchase Price means an amount in cash equal to (i) the Base Purchase Price, plus (ii) the Estimated Net Working Capital Surplus (if any), minus (iii) the Estimated Net Working Capital Deficit (if any), plus (iv) Estimated Company Cash, minus (v) Estimated Company Indebtedness, minus (vi) Estimated Transaction Expenses, minus (vii) the Reduction Amount, each as initially determined pursuant to Section 2.4(b).

Estimated Closing Purchase Price means the amount determined pursuant to Section 2.03(b) hereof.