Estimated Debt definition

Estimated Debt has the meaning set forth in Section 2.10.

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Estimated Debt has the meaning ascribed to such term in Section 1.04(b).

Estimated Debt means the Sellers' estimate of Debt as at the Completion Date, as stated in the Estimated Completion Accounts;

Examples of Estimated Debt in a sentence

• For purposes of this Agreement, “Estimated Closing Adjustment Amount” means an amount (positive or negative) equal to the Estimated Net Working Capital, minus the Target Working Capital, plus the Estimated Cash, minus the Estimated Debt, minus the Estimated Transaction Expenses.

• Prior to delivery of Estimated Debt and Estimated Working Capital, the Company shall afford to Parent and its representatives the ability to observe the preparation of its calculations of Estimated Debt and Estimated Working Capital and shall make its senior financial officers reasonably available to answer any questions regarding such calculations and the Company’s preparation of the Balance Sheet and the balance sheets used to calculate the Reference Amount.

• Additionally, the Purchase Price shall be adjusted [a] upward by [i] the amount by which the Final Cash Amount is greater than the Estimated Cash Amount and [ii] the amount by which the Final Debt Amount is less than the Estimated Debt Amount and [b] downward by [i] the amount by which the Final Cash Amount is less than the Estimated Cash Amount and [ii] the amount by which the Final Debt Amount is greater than the Estimated Debt Amount.

• The Splitco Securities Principal Amount may be increased pursuant to Section 3.2. In addition, as of the Estimation Date, (i) if the Parent Estimated Debt Expenses exceed the Parent Allocated Debt Expenses, then the Splitco Securities Principal Amount shall be increased by the amount of such excess, and (ii) if the Parent Allocated Debt Expenses exceed the Parent Estimated Debt Expenses, then the Splitco Securities Principal Amount shall be reduced by the amount of such excess.

• To the extent not paid by the Company prior to the Closing, Purchaser shall pay, on behalf of the Sellers and as a deduction from the Initial Payment, the Estimated Debt Amount in accordance with the instructions set forth in the Funds Flow Schedule.

More Definitions of Estimated Debt

Estimated Debt means the amount of the Debt estimated by the Seller pursuant to clause 4.6;

Estimated Debt the Seller's good faith estimate of Debt of the Group Companies at the Relevant Time based on the information available at the time such calculation is made and taking into account the Accounting Policies;

Estimated Debt has the meaning given in Schedule 4;

Estimated Debt has the meaning ascribed to such term in Section 2.3(a)

Estimated Debt means the Debt as of the Closing Date as set forth on the Estimated Closing Date Balance Sheet.

Estimated Debt means the amount of unpaid Debt as of immediately prior to the Effective Time and prior to giving effect to any payments to be made by or on behalf of Parent pursuant to Section 2.11(b).

Estimated Debt means the amount of the Debt as estimated by the Company in good faith;