Estimated Indebtedness definition

Estimated Indebtedness has the meaning set forth in Section 2.3(a).

Estimated Indebtedness has the meaning set forth in Section 1.5(a).

Estimated Indebtedness means the Company’s good faith estimate of Indebtedness as of the close of business on the day immediately prior to the Closing Date as set forth on the Estimated Closing Statement.

Examples of Estimated Indebtedness in a sentence

• The "Estimated Purchase Price" means (i) $480,000,000 (the "Base Value"), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash on Hand, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transaction Expenses, minus (vii) the IP Purchase Price.

• The Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (except in instances where the Seller’s prior accounting practices differ from GAAP and consistent application thereof, which differences are summarized on Section 2.4 of the Seller Disclosure Schedules (the “Applicable Accounting Principles”)) and the Sample Statement.

• In addition, the Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, the Separation Delay Amount and the Debt Swap Amount.

• If the Indebtedness Payoff Amount as finally determined pursuant to Section 1.6(a) above is less than the Estimated Indebtedness Payoff Amount, Buyer Parent shall pay or cause to be paid to Parent, on behalf of the Sellers, such shortfall in accordance with Section 1.6(c).

• Recreates steps taken by user to locate source of problem and rewrites program to correct errors.

More Definitions of Estimated Indebtedness

Estimated Indebtedness shall have the meaning set forth in Section 2.8.1.

Estimated Indebtedness means the Sellers’ good faith estimate of the Closing Indebtedness.

Estimated Indebtedness has the meaning given to it in Section 1.14.

Estimated Indebtedness. Section 2.3(a)

Estimated Indebtedness means the amount of Indebtedness that remains payable by the Acquired Companies as of the Closing estimated by Company in good faith and based on reasonable assumptions as of the Closing.

Estimated Indebtedness means the Indebtedness as set forth on the Estimated Closing Statement.

Estimated Indebtedness is defined in Section 2.2(b).