Estimated Company Indebtedness definition

Estimated Company Indebtedness has the meaning set forth in Section 2.7(a).

Estimated Company Indebtedness is defined in Section 2.5.1.

Estimated Company Indebtedness means the Company’s good faith estimate of the Indebtedness of the Company as of 11:59 p.m. on the date immediately prior to the Closing Date, as set forth in the Estimated Closing Statement.

Examples of Estimated Company Indebtedness in a sentence

• The Sellers’ Representative shall provide the Buyer and its Representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement and Estimated Company Indebtedness upon the Buyer’s request and shall consult in good faith with the Buyer regarding the implementation of any reasonable revisions to the calculations set forth in the Estimated Closing Statement and Estimated Company Indebtedness proposed by the Buyer.

• The Estimated Closing Balance Sheet, Estimated Company Indebtedness, Estimated Transaction Bonus Payments, Estimated Transaction Expenses, Estimated Working Capital Amount and Estimated Cash on Hand Amount set forth in the Estimated Closing Statement shall be conclusive for purposes of the calculation of the Purchase Price payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.5.

• In connection with the foregoing, the Company shall provide to Parent, within a reasonable period of time prior to the preparation of such estimates, copies of, or access to, all books, records, receipts and other information and documentation reasonably necessary for Parent to confirm the Company’s calculation of the Estimated Closing Working Capital, Estimated Company Indebtedness, Estimated Company Transaction Expenses, Estimated Benefits Liabilities, Estimated Cash and Estimated Transaction Deductions.

• If the Company Indebtedness reflected on the Final Statement is less than the Estimated Company Indebtedness, then Purchaser shall pay to the Owners, pro rata in accordance with their Pro Rata Share, such entire shortfall.

• The Parties agree that the purpose of determining Actual Net Working Capital, Actual Cash, Actual Company Indebtedness, and Actual Company Transaction Expenses, and the adjustments pursuant to this Section 2.5 is to measure differences from the amounts of the Estimated Net Working Capital, Estimated Cash, Estimated Company Indebtedness, and Estimated Company Transaction Expenses and to determine the Final Closing Cash Payment in accordance with the terms of this Agreement.

More Definitions of Estimated Company Indebtedness

Estimated Company Indebtedness means, if the Closing takes place on (a) January 31, 2013 or February 28, 2013, an amount equal to Seventy Four Million Three Hundred Forty Thousand One Hundred Eighty Two Dollars ($74,340,182), or (b) such other date as permitted or required pursuant to Section 2.3, the amount of outstanding Company Indebtedness as of such date.

Estimated Company Indebtedness has the meaning set forth in Section 3.3(b).

Estimated Company Indebtedness means the Company’s good faith estimate of the Indebtedness of the Company as of 11:59 p.m. on the date immediately prior to

Estimated Company Indebtedness has the meaning set forth in Section 4.10(a)(10).

Estimated Company Indebtedness means the Sellers’ good faith estimate of the Closing Company Indebtedness, as set forth on the Estimated Closing Statement. “Estimated Net Working Capital” means the Sellers’ good faith estimate of the Net Working Capital, as set forth on the Estimated Closing Statement. “Estimated Net Working Capital Excess” means the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is greater than the Target Net Working Capital. “Estimated Net Working Capital Shortfall” means the absolute value of the amount by which (if any) the Estimated Net Working Capital, as set forth in the Estimated Closing Statement, is less than the Target Net Working Capital. “Estimated Purchase Price” has the meaning set forth in Section 2.4(a) “Estimated Transaction Expenses” means the Sellers’ good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Agent” means Computershare Limited.

Estimated Company Indebtedness. “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment,” “Estimated Company Transaction Expenses,” and “Estimated Excess Cash” will be the estimates of Company Indebtedness, Net Working Capital, the Net Working Capital Adjustment, Company Transaction Expenses, and Excess Cash, respectively, as determined in accordance with this Section 2.2(c). Seller will consider in good faith any comments Buyer may have to the Estimated Closing Statement and thereafter determine, in Seller’s sole discretion, whether to amend the Estimated Closing Statement as a result thereof.

Estimated Company Indebtedness. “Estimated Cash,” “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment,” and “Estimated Company Transaction Expenses” will be the estimates of Company Indebtedness, Cash, Net Working Capital, the Net Working Capital Adjustment, and Company Transaction Expenses, respectively, as determined in accordance with this Section 2.2(b). Exhibit 2.2(b) sets forth a sample calculation of the Net Working Capital and the resulting Net Working Capital Adjustment as if the Closing Date occurred on August 31, 2021, and the amounts stated therein are for illustrative purposes only.