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 set forth in Section 3.3(g)(i).

Examples of Estimated Net Indebtedness in a sentence

• 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.

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

• 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.

• Estimated Net Working Capital shall be calculated in accordance with the Accounting Rules, and each of Estimated Net Indebtedness and Estimated Transaction Expenses shall be calculated in accordance with the definitions thereof (including, for the avoidance of doubt, any definitions of terms referred to therein).

• The calculation of the Aggregate Consideration Amount shall be estimated at Closing based on the Estimated Net Working Capital Amount, the Estimated Closing Cash and the Estimated Net Indebtedness, and such estimate shall be the “Estimated Aggregate Consideration Amount” and subject to adjustment as set forth in this Section 3.6.

More Definitions of Estimated Net Indebtedness

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

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

Estimated Net Indebtedness means the reasonable, good faith estimate by the Company of its Net Indebtedness as of the Closing.

Estimated Net Indebtedness means the Seller’s reasonable estimate of the Net Indebtedness, to be notified by the Seller to the Purchaser pursuant to Clause 6.3 (Notification of Estimated Net Indebtedness and Estimated Working Capital);

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. 2.

Estimated Net Indebtedness has the meaning set forth in Section 2.4(c).