Closing Date Indebtedness definition

Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

Closing Date Indebtedness means the amount of Company Indebtedness as of the Closing Date as finally determined in accordance with Section 2.4.

Closing Date Indebtedness means the amount of Indebtedness outstanding as of the Closing (without giving effect to the transactions contemplated herein), excluding (i) any Indebtedness that is included in the Working Capital calculations in accordance with Section 2.7 and (ii) any Indebtedness (including guarantees thereof) that will be released upon or immediately following the Closing.

Examples of Closing Date Indebtedness in a sentence

• Within sixty (60) days following the Closing Date, Parent will prepare and deliver to the Equityholders’ Representative an unaudited balance sheet of the Company as of the Closing (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth the Working Capital, the Closing Date Indebtedness, the Closing Date Cash and the Adjustment Amount, in each case, as reflected on and derived from the Closing Balance Sheet, and the Total Cash Equity Price.

• The Working Capital, Closing Date Indebtedness, Closing Date Cash and Adjustment Amount set forth on the Closing Working Capital Statement shall be derived from the Closing Balance Sheet using the same applicable accounting methods, accounting practices, assumptions, policies and methodologies as were used in the calculation set forth on Section 2.

• Section 2.7 of the Company Disclosure Schedule sets forth an example of the calculation of the Working Capital, Closing Date Indebtedness and Closing Date Cash as of June 30, 2011.

• No later than three (3) Business Days prior to the Closing Date, Stockholder Representative shall deliver to Parent a statement, attached hereto as Schedule 2.10 (the “Company Closing Statement”) setting forth (i) the Company’s good faith estimate of the amount of Closing Date Indebtedness, and (ii) the Company’s good faith estimate of the amount of Closing Date Transaction Expenses.

• All Severance Costs not included in the Final Working Capital Schedule or otherwise paid at or prior to the Closing shall be treated as Closing Date Indebtedness and shall be set forth in detail in the Closing Date Indebtedness Statement unless otherwise mutually agreed to by the Parties.

More Definitions of Closing Date Indebtedness

Closing Date Indebtedness means the Indebtedness of the Group Companies as of 11:59 p.m. ET on the Business Day immediately preceding the Closing Date.

Closing Date Indebtedness has the meaning specified in Section 3.08(a).

Closing Date Indebtedness shall have the meaning set forth in Section 2.5(a).

Closing Date Indebtedness means the aggregate Indebtedness of the Company Group and its Subsidiaries on a consolidated basis, as of the Adjustment Time.

Closing Date Indebtedness means Indebtedness described on Schedule 10.1.

Closing Date Indebtedness means the aggregate amount of outstanding Indebtedness of the Group Companies that remains unpaid as of immediately prior to the Closing.

Closing Date Indebtedness means the Indebtedness as of the close of business on the Business Day immediately preceding the Closing Date.