Statement of Estimated Closing Liabilities means a schedule setting forth the estimated amount of Indebtedness and Non-Ordinary Course Liabilities on the Closing Date as of immediately prior to the Closing.
Statement of Estimated Closing Liabilities means a schedule prepared by the Company in good faith setting forth the Estimated Closing Liabilities.
Statement of Estimated Closing Liabilities means a schedule setting forth the Company’s good faith calculation of its estimates of the amounts of the Company’s and the Company Subsidiaries’ (i) Estimated Closing Indebtedness, (ii) Estimated Closing Cash, (iii) Estimated Closing Non-Ordinary Course Liabilities, (iv) Estimated Closing Working Capital, including the Company’s reasonably detailed calculations of Estimated Closing Working Capital (and components thereof) and (v) any Estimated Closing Adjustment. Notwithstanding the foregoing, the items set forth in the Statement of Estimated Closing Liabilities shall be determined without giving effect to any payment to be made at the Closing in accordance with the Flow of Funds Memorandum delivered pursuant to Section 1.5(b).
Examples of Statement of Estimated Closing Liabilities in a sentence
The Merger Consideration shall be reduced dollar for dollar by the amount of any Indebtedness, the amount of any Transaction Expenses and the amount of the Estimated Net Working Capital Deficit, if any, each as set forth on the Estimated Closing Balance Sheet and the Statement of Estimated Closing Liabilities.
The Merger Consideration shall be subject to adjustment based upon the Estimated Closing Balance Sheet and Statement of Estimated Closing Liabilities.
At least three (3) business days prior to the Closing, the Company and Parent shall jointly prepare and finalize (i) the Estimated Closing Balance Sheet and (ii) the Statement of Estimated Closing Liabilities.