Estimated Closing Date Statement definition

Estimated Closing Date Statement has the meaning set forth in Section ‎2.3(b).
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Estimated Closing Date Statement means a certificate containing the Estimated Closing Date Net Working Capital to be prepared in good faith by the Seller in accordance with the Working Capital Rules and delivered to the Purchaser at least one (1) Business Day prior to the Closing Date;
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Estimated Closing Date Statement means the statement which shall reflect the Company’s good faith estimate of Cash Amount, Debt Amount, Unpaid Company Transaction Expenses and Closing Working Capital.
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Examples of Estimated Closing Date Statement in a sentence

  • The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith.

  • Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.8.

  • If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is less than $0, the Closing Consideration shall be decreased on a dollar-for-dollar basis.

  • Payment of the Closing Date Ceding Commission shall be accompanied by (i) an amount in cash equal to the Accrued and Unpaid Investment Income as set forth on the Estimated Closing Date Statement and (ii) any payments required to be made as a reduction in the Reinsurance Premium pursuant to Section 1.3(d)(ii) hereof.

  • If Milestone Event 1 is achieved by or on behalf of the Company Group following delivery of the Estimated Closing Date Statement in accordance with Section 3.6(a) of the Agreement but prior to the Closing, Parent shall make, or cause to be made, the corresponding Milestone Payment in accordance with Section 3.11 and Section 3.13 of the Agreement, notwithstanding the fact that Milestone Event 1 has been achieved on or prior to the Closing.


More Definitions of Estimated Closing Date Statement

Estimated Closing Date Statement means Parent's good-faith estimate of the Closing Date Statement.
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Estimated Closing Date Statement is defined in Section 1.2.2.
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Estimated Closing Date Statement means a statement in the form prescribed in Section 2.5(a) certifying an estimated, unaudited balance sheet of the Company as of the Closing Date, and including the Company’s good faith estimate of (i) the Estimated Working Capital Amount and (ii) the Estimated Transaction Expenses.
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Estimated Closing Date Statement means the Estimated Closing Date Statement as reviewed and certified by Coopers & Lybr▇▇▇ ▇.▇.P to accurately set forth the actual amount (rather than the Seller's good faith estimate) as of the Calculation Date of each of the amounts required to be set forth in the Estimated Closing Date Statement. Following the Certified Statement Date (and except as provided in Section 5.2.2(b)), the Seller may only distribute that portion of the Class Four Creditor Value Share that exceeds the Reserved Value Share (as defined below). The "Reserved Value Share" means the sum of $285 million plus (x) if the Certified Statement Date is the date of delivery of the Final Closing Date Statement, an amount (which will not be less than zero) equal to the remainder
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Estimated Closing Date Statement has the meaning assigned to that term in Section 2.3 of this Agreement.
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Estimated Closing Date Statement shall have the meaning given to such term at Section 1.6(a).
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Estimated Closing Date Statement see Section 2.1.1.
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