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.

• The “Estimated Purchase Price” shall mean an aggregate amount equal to (i) $820,000,000 (“Enterprise Value”) (ii) minus Estimated Agreed Capital Lease Amount, (iii) plus the amount of Estimated Company Cash (iv) plus the amount by which Estimated Net Working Capital exceeds Target Working Capital, or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital, (v) minus the outstanding amount of Estimated Company Indebtedness, and (vi) minus Estimated Seller Expenses.

• To the extent not paid by the Company prior to the Closing, Parent shall pay, on behalf of the Company and as a deduction from the Estimated Closing Payment, the Estimated Company Indebtedness by wire transfer of immediately available funds in accordance with the Closing Payment Disbursement Schedule.

• The Preliminary Statement of Estimated Company Indebtedness shall set forth in reasonable detail the calculation of the estimated amounts of each of items (1)(a), (b), (c), (d), (e), (f), (g), (2) and (y) in the proviso of the definition of Company Indebtedness (including the estimated amounts of their various component parts).

More Definitions of Estimated Company Indebtedness

Estimated Company Indebtedness means, an amount equal to Seventy Four Million Three Hundred Forty Thousand One Hundred Eighty Two Dollars ($74,340,182), or if the Closing takes place on a date other than February 6, 2013 or February 7, 2013 as permitted 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. Section 3.04(a)

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 means a good faith estimate by Sellers’ Representative of Company Indebtednessas of the Closing, as set forth in the Estimated Closing Statement.

Estimated Company Indebtedness has the meaning specified in Section 2.1. “Event” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts. “Excess Closing Cash” has the meaning specified in Section 2.4. “Excess Working Capital” has the meaning specified in Section 2.3. “Exchange Act” has the meaning specified in Section 5.10(b). “Exercise Notice” has the meaning specified in Section 6.5(d). “Export Approvals” has the meaning specified in Section 4.28(a). “Fair Market Value” has the meaning specified in Section 6.5(d). A-7

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.