Estimated Funded Debt definition

Estimated Funded Debt has the meaning specified in Section 2.1(c).

Estimated Funded Debt is defined in Section 2.2(b).

Estimated Funded Debt means the amount of Funded Debt set forth in the Estimated Closing Statement; (w) “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; for purposes of this definition, control when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings correlative to the foregoing; (x) “Indebtedness” shall mean any of the following with respect to the Company and its Subsidiaries: (i) any obligations for borrowed money; (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments; (iii) any obligations as a lessee under leases that are required under GAAP to be treated as capital leases or to pay the deferred and unpaid purchase price of any business, line of business, property or equipment (including obligations related to earn-out arrangements) other than to the extent such obligations are taken into account in the calculation of Net Working Capital; (iv) all net cash payment obligations under swaps, options, derivatives and other hedging Contracts that would be payable upon the termination thereof (calculated assuming termination on the date of determination); (v) any accrued and unpaid interest, premiums, fees, charges, reimbursements and other expenses owed with respect to the foregoing, including, but not limited to, prepayment penalties; (vi) any guarantee of any of the foregoing types of Indebtedness referred to in clauses (i)-(v) of any Person; (vii) all Indebtedness of any other Person secured by a Lien on any property or asset the Company; and (viii) any Accrued Taxes; provided, that Indebtedness shall not include undrawn letters of credit, surety bonds and similar instruments,

Examples of Estimated Funded Debt in a sentence

• The party should deploy minimum 2 number of rigs of required capacity as mentioned in the NIT to be eligible for consideration.

• If Purchaser objects to such determination, Purchaser and Seller shall work in good faith to determine a mutually acceptable Estimated EBITDA and Estimated Funded Debt.

• The Estimated Purchase Price shall be equal to CHF 188,400,000.-- less the sum of (i) the Estimated Funded Debt Amount and (ii) the amount, if any, by which CHF 59,000,000.-- exceeds the Estimated Net Working Capital Amount plus or minus, as the case may be, (iii) the Estimated EBITDA Adjustment.

• Such balance sheet and the accompanying schedules shall contain sufficient detail of the estimated assets and liabilities of Company as of the Closing Date for the determination of Estimated Net Working Capital and Estimated Funded Debt.

• If the 1999 Funded Debt, as finally determined, is less than the Estimated Funded Debt, Purchaser will, on the Final Payment Date, pay to Sellers an amount, in cash, by wire transfer of immediately available funds, equal to such difference.

• At Closing, Purchaser shall pay to Sellers, pro rata, by wire transfer of immediately available funds, an amount equal to the sum of (i) the Estimated EBITDA multiplied by 5.5 minus (ii) Two Million One Hundred Thousand Dollars ($2,100,000) minus (iii) the Estimated Funded Debt (collectively, the "Initial Purchase Price") minus the Withheld Amount (as defined below).

• I understand that I will need to make an appointment with a Learning Disability Specialist once services have been suspended in order to reinstate services.

• The Seller shall have delivered to the Buyer the Estimated Funded Debt Calculation in accordance with Section 1.03(a).

More Definitions of Estimated Funded Debt

Estimated Funded Debt means the amount of Funded Debt set forth in the Estimated Closing Statement; and (z) “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; for purposes of this definition, control when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings correlative to the foregoing.

Estimated Funded Debt has the meaning specified in Section 3.3.