Estimated Purchase Price definition

Estimated Purchase Price has the meaning set forth in Section 2.2.2(b).

Estimated Purchase Price has the meaning set forth in Section 2.4(a).

Estimated Purchase Price has the meaning set forth in Section 3.3.

Examples of Estimated Purchase Price in a sentence

• If the Purchase Price, as finally determined, is greater than or equal to the Estimated Purchase Price, then Purchaser and Agent shall deliver a joint written instruction to Escrow Agent to release to Paying Agent, on behalf of the Stockholders, the Adjustment Escrow Fund, to be allocated among the Stockholders in accordance with each such Stockholder’s Percentage.

• Without limiting the foregoing, if the Purchase Price is greater than the Estimated Purchase Price, in addition to the release of the Adjustment Escrow Fund to the Stockholders, Purchaser shall pay to the Stockholders the difference between the Purchase Price and the Estimated Purchase Price (the “Underpayment”) by means of a wire transfer of immediately available funds to Paying Agent, to be allocated among the Stockholders in accordance with such Stockholder’s Percentage.

• Therefore, a Claimant who previously obtained a Recall Rebate under the Voluntary Recall would, under the Enhanced Minimum Recall Rebate, receive the difference in value, if any, between 15.5 percent of the Estimated Purchase Price of the Claimant’s Washer and the percentage of the Estimated Purchase Price that the Claimant previously received for his or her Recall Rebate under the Voluntary Recall.

• For the purpose of calculating the components of the Estimated Purchase Price and Purchase Price, unless the context otherwise requires (e.g., for calculation of Tax liabilities), the Consolidated Group shall exclude the entities that are to be transferred out of the Company Group or otherwise dissolved in connection with the Pre-Closing Reorganization.

• Buyer Guarantor hereby guarantees the prompt and faithful performance and observation by Buyer of each and every obligation, covenant and agreement of Buyer contained in this Agreement (including the obligation to pay the Estimated Purchase Price and all Cure Costs and Transfer Taxes to Sellers at the Closing), the other Transaction Documents and any amendment, extension, renewal and/or modification thereof.

More Definitions of Estimated Purchase Price

Estimated Purchase Price has the meaning ascribed to it in Section 1.05.

Estimated Purchase Price is defined in Section 2.3.

Estimated Purchase Price means (i) the Enterprise Value, plus (ii) the Estimated Cash, minus (iii) the Payoff Indebtedness, minus (iv) the Adjustment Escrow Amount, minus (v) the Initial Cash Retention Amount, minus (vi) the Indemnity Escrow Amount, minus (vii) the Estimated Transaction Expenses, minus (viii) the Seller Representative Expense Amount.

Estimated Purchase Price shall have the meaning set forth in Section 1.2.

Estimated Purchase Price means the Purchase Price as set forth on the Draft Closing Statement.

Estimated Purchase Price means an amount equal to:

Estimated Purchase Price means (i) $307,000,000, plus (ii) Estimated Cash on Hand, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Unpaid Sold Company Transaction Expenses, plus (v) the amount (if any) by which Estimated Net Working Capital exceeds Target Net Working Capital by more than $100,000, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds Estimated Net Working Capital by more than $100,000, minus (vii) the Aggregate Replacement Option Value.