Estimated Net Indebtedness definition

Estimated Net Indebtedness shall have the meaning set forth in Section 2.3.

Estimated Net Indebtedness has the meaning given in clause 6.1;

Estimated Net Indebtedness has the meaning provided in Section 3.2 of the Agreement.

Examples of Estimated Net Indebtedness in a sentence

• If the final Price Adjustment Statement discloses that Estimated Net Indebtedness is less than the Closing Net Indebtedness, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit.

• If the final Price Adjustment Statement discloses that Estimated Net Indebtedness is equal to Closing Net Indebtedness, then there shall be no adjustment under this Section 2.3(g) to the Purchase Price.

• To the extent that the Closing Net Indebtedness is greater than or less than the Estimated Net Indebtedness, the Purchase Price shall be adjusted as described in Section 2.3(g) below.

• The Estimated Statement shall be unaudited and, with respect to the Estimated Net Indebtedness, the Estimated Net Working Capital and the components thereof, prepared consistent with the Closing Account Principles.

• If Net Indebtedness, as finally determined pursuant to Section 3.1(b)(ii), is greater than Estimated Net Indebtedness, then the Estimated Merger Consideration shall be reduced dollar-for-dollar by the amount of such difference.

More Definitions of Estimated Net Indebtedness

Estimated Net Indebtedness means the Vendor's good faith estimate of the Net Indebtedness as at 31 December, 2003;

Estimated Net Indebtedness means the sum of £23,137,297 (calculated as shown in Appendix 1) being the aggregate Estimated Intra Group Indebtedness and the Estimated External Indebtedness minus the Estimated Banked Cash;

Estimated Net Indebtedness means the sum of US$(51,180.60); "Sellers' Report" has the meaning given to it in paragraph 2.2 of this schedule; and "Statements" has the meaning given to it in paragraph 2.1 of this schedule.

Estimated Net Indebtedness means the sum of 202,000 GBP being the estimated net indebtedness of the Seller at 31st October 2004;

Estimated Net Indebtedness means the amount of the Net Indebtedness as shown on the Estimated Balance Sheet.

Estimated Net Indebtedness has the meaning set out in Section 2.2(a)(i). (tt) “Estimated Working Capital” has the meaning set out in Section 2.2(a)(iii). (uu) “Facility Lease” means the lease agreement to which Ingénia is a party as a lessee, and Gestion Racan is a party as a lessor, pursuant to which Ingénia leases the Owned Real Property from Gestion Racan. (vv) “Final Adjustment Amount” has the meaning set out in Section 2.5(e). (ww) “Final Adjustment Statement” has the meaning set out in Section 2.5(d). (xx) “Final Balance Sheet” has the meaning set out in Section 2.5(d). (yy) “Final Ingénia Group’s Transaction Expenses” has the meaning set out in Section 2.5(d). (zz) “Final Net Indebtedness” has the meaning set out in Section 2.5(d). (aaa) “Final Working Capital” has the meaning set out in Section 2.5(d). (bbb) “Financial Statements” means the 2023 Annual Financial Statements and the Interim Financial Statements. (ccc) “Fundamental Representations and Warranties” means the representations and warranties of the Vendors set out in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e), 3.1(g), 3.1(h), 3.2(a), 3.2(b), 3.2(c), 3.2(g), 3.2(h), 3.2(i), 3.2(j)(i), 3.2(w)(v) (with respect to the first sentence only), 3.2(w)(vi), 3.2(gg), 3.3(a), 3.3(b), 3.3(c), 3.3(g), 3.3(h), 3.3(i) and 3.3(l). (ddd) “G. Family Trust” has the meaning set out in the recitals hereof. (eee) “G. Family Trust Holdco” has the meaning set out in the recitals hereof.

Estimated Net Indebtedness means a good faith estimate of Net Indebtedness as mutually agreed to by Purchaser and Parent prior to the Closing.