Estimated Selling Expenses definition

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

Estimated Selling Expenses is defined in Section 2.3.1

Estimated Selling Expenses means the Company’s good faith estimate of the Selling Expenses as of the Closing.

Examples of Estimated Selling Expenses in a sentence

• At the Closing, the Purchaser will pay (or cause to be paid) in cash the amount of the Estimated Selling Expenses (other than the Sale Bonuses) payable to each payee thereof by wire transfer of immediately available funds to such payee’s account as specified in instructions delivered to the Purchaser by the Seller prior to the Closing.

• At the Closing, Purchaser shall pay, or cause the Surviving Company to pay, by wire transfer of immediately available funds, the Estimated Selling Expenses to the applicable recipients and designated accounts thereof as set forth on the Pre-Closing Statement.

• The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).

• No later than two Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver, or cause to be prepared and delivered, to Buyer, in writing, a good faith estimate of: (i) the Net Working Capital as of the Closing prepared in accordance with the principles set forth on Schedule 2.3(a) (such estimate, the “ Estimated Working Capital ”); (ii) the Estimated Cash; (iii) the Estimated Company Debt and (iv) the Estimated Selling Expenses (the “ Estimated Closing Statement ”).

More Definitions of Estimated Selling Expenses

Estimated Selling Expenses mean the estimates of the Closing Cash, the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Merger Consideration” means an amount equal to the Merger Consideration calculated as set forth in Section 2.7, assuming for purposes of such calculation that the Closing Cash is equal to the Estimated Closing Cash, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital and that the Selling Expenses are equal to the Estimated Selling Expenses; provided, that if the Estimated Closing Working Capital is within One Hundred Twenty-Five Thousand Dollars ($125,000) of the Working Capital Target, in either direction, then the Estimated Closing Working Capital shall be deemed to be equal to the Working Capital Target for purposes of the calculation of the Estimated Merger Consideration. The Company shall consider in good faith any reasonable comments Parent may have to the Closing Certificate and Allocation Schedule and, to the extent any changes are made, the Company shall deliver an updated Closing Certificate and Allocation Schedule prior to the Closing (for the avoidance of doubt, Parent’s failure to identify or raise any comment shall not indicate any acceptance or waiver by Parent or otherwise affect Parent’s rights under Section 2.9). The Company may reject any of Parent’s comments to the Closing Certificate and Allocation Schedule, and the parties shall proceed to Closing based on the Company’s Closing Certificate and Allocation Schedule, subject to any changes the Company agrees to make. The Company shall provide reasonable cooperation with the accountants and advisors of Parent in the review of the Closing Certificate and Allocation Schedule and, without limiting the generality of the foregoing, shall cause the books and records of the Company used in preparation of the Closing Certificate and Allocation Schedule to be made available during normal business hours to such Representatives, and shall cause the necessary personnel of the Company responsible for the preparation of the Closing Certificate and Allocation Schedule to assist such Representatives in their review of the Closing Certificate and Allocation Schedule.

Estimated Selling Expenses is defined in Section 1.3 of this Agreement.

Estimated Selling Expenses means the Sellers’ good faith estimate of Selling Expenses, as set forth in the Closing Calculation to be delivered pursuant to Section 2.6.

Estimated Selling Expenses is defined in Section 1.3(a)(i).

Estimated Selling Expenses mean the estimates of the Closing Indebtedness, the Closing Working Capital, the Transaction Bonuses and the Selling Expenses, respectively, set forth in the Closing Certificate, and “Estimated Cash Purchase Price” means an amount equal to the Cash Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, that the Closing Working Capital is equal to the Estimated Closing Working Capital, that the Transaction Bonuses are equal to the Estimated Transaction Bonuses and that the Selling Expenses are equal to the Estimated Selling Expenses. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall: (a) pay and deliver the Estimated Cash Purchase Price (as determined in accordance with the preceding sentence), less the Escrow Amount (the “Closing Cash Payment”), to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by the Sellers’ Representative prior to the anticipated Closing Date (the “Sellers’ Account”); (b) pay and deliver to the Escrow Agent the Escrow Amount, to be held pursuant to the terms of this Agreement and the Escrow Agreement; (c) on behalf of the Company, pay the Indebtedness of the Company identified in Section 2.3(b) of the Disclosure Schedule (collectively, the “Repaid Closing Indebtedness”); and (d) on behalf of the Company, pay the Selling Expenses and the Transaction Bonuses.

Estimated Selling Expenses mean the estimates of the Closing Working Capital, the Closing Indebtedness, and the Selling Expenses, respectively, set forth in the Closing Certificate, and (b) “Estimated Purchase Price” means an amount equal to the Purchase Price calculated as set forth in Section 2.5, (i) assuming that the Closing Working Capital is equal to the Estimated Closing Working Capital, that the Closing Indebtedness is equal to the Estimated Closing Indebtedness, and that the Selling Expenses are equal to the Estimated Selling Expenses, and (ii) excluding the Earn-Out Payments. The Closing Certificate has been prepared in accordance with GAAP. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall:

Estimated Selling Expenses as set forth in Section 2.3.1.