Indebtedness Adjustment definition

Indebtedness Adjustment has the meaning set forth in Section 2.15(c).

Indebtedness Adjustment has the meaning set forth in Section 3.3(c).

Indebtedness Adjustment shall be an amount equal to the aggregate amount of all outstanding Indebtedness at Closing, as reflected on the Closing Statement. The Indebtedness Adjustment shall be deducted from the Promissory Note Principal Amount payable to the Sellers under the Promissory Notes.

Examples of Indebtedness Adjustment in a sentence

• If, as of any date of determination, Secured Indebtedness is adjusted as set forth in the preceding sentence, then, as of such date of determination, Total Asset Value shall be reduced by an amount equal to the Secured Indebtedness Adjustment.

• For the purpose of determining the amount in clause (A)(1) of the preceding sentence, Unrestricted Cash used to make the Unsecured Indebtedness Adjustment shall be adjusted to deduct therefrom any Unrestricted Cash used to reduce Secured Indebtedness as part of the Secured Indebtedness Adjustment.

• For the purpose of determining the amount in clause (A)(1) in the preceding sentence, Unrestricted Cash shall be adjusted to deduct therefrom any Unrestricted Cash used to reduce Unsecured Indebtedness as part of the Unsecured Indebtedness Adjustment.

• In consideration for the Shares, at the Closing, Purchaser shall deliver to the Seller, in cash, an aggregate amount equal to (a) $3,100,000,000 (subject to adjustment pursuant to Section 6.12(c)(ii)) (the “Base Purchase Price”), plus (b) the difference of (i) the Closing Working Capital Adjustment Amount, minus (ii) the Net Indebtedness Adjustment Amount (which difference, determined pursuant to this clause (b), may be positive or negative).

• To the extent the inclusion of such Transaction Expenses in Indebtedness Assumed is in excess of the Target Indebtedness, a corresponding adjustment shall be made pursuant to the Indebtedness Adjustment calculation as set forth in Section 2.15(c).

More Definitions of Indebtedness Adjustment

Indebtedness Adjustment means (i) the aggregate amount payable by the Company or any of its Subsidiaries to repay in full all outstanding Indebtedness (other than the Redeemed Notes and any Hedging Obligations) of the Company or such Subsidiary as of the Closing Date (provided that Indebtedness of the entities listed on Section 9.2(ii) of the Company Disclosure Schedule shall only be included in an amount equal to the applicable Subsidiary’s ownership percentage of such entity (or, if greater, the percentage of such Indebtedness guaranteed or secured by the assets or properties of the Company or a different Company Subsidiary) multiplied by the amount of Indebtedness of such entity), (ii) the aggregate amount payable by the Company or any of its Subsidiaries to redeem in full the Redeemed Notes as of the redemption dates described in Section 5.11(b), (iii) the maximum aggregate amount (giving effect to any netting agreements) that the Company or any of its Subsidiaries would be required to pay to terminate all Hedging Obligations as of the Closing Date, including, in the case of each of clauses (i) and (ii), any accrued and unpaid interest on such Indebtedness (which, for the avoidance of doubt, in the case of clause (ii), shall include accrued and unpaid interest on the Redeemed Notes from the most recent interest payment date to the redemption dates described in Section 5.11(b)) and any prepayment premiums, penalties, breakage costs, termination fees or similar obligations payable in connection with the prepayment, termination or redemption of any such Indebtedness, and (iv) any fees, expenses or other payments or liabilities incurred in connection with any Indebtedness newly incurred or refinanced after the date hereof (including without limitation as may be permitted pursuant to Section 4.2).

Indebtedness Adjustment means the Estimated Indebtedness reduced by the Indebtedness, as finally determined pursuant to Section 1.3(b). If the Estimated Indebtedness exceeds the Indebtedness, then the Indebtedness Adjustment is a positive number equal to such excess. If the Indebtedness exceeds the Estimated Indebtedness, then the Indebtedness Adjustment is a negative number equal to such excess.

Indebtedness Adjustment means an amount (which shall be expressed as a negative number) equal to the consolidated Indebtedness of the Company and the Company Subsidiaries on the Determination Date, other than (a) the Excluded Indebtedness, and (b) Indebtedness incurred pursuant to the Zions Bank Loan or the Credit Suisse Loan.

Indebtedness Adjustment shall be an amount equal to: (i) in the event the amount of Indebtedness at Closing is greater than the Indebtedness Target, the amount by which the Indebtedness at Closing is greater than the Indebtedness Target or (ii) in the event Indebtedness at Closing is less than or equal to the Indebtedness Target, zero Dollars ($0.00).

Indebtedness Adjustment shall be an amount equal to: (i) in the event the amount of Target Company Indebtedness at Closing is greater than the Indebtedness Target, the amount by which the Target Company Indebtedness at Closing is greater than the Indebtedness Target or (ii) in the event Target Company Indebtedness at Closing is less than or equal to the Indebtedness Target, zero Dollars ($0.00). The Indebtedness Adjustment shall be applied to (deducted from) the Promissory Note Principal Amount payable to the Target Company Stockholders under the Promissory Notes.

Indebtedness Adjustment means the amount determined by subtracting (i) all cash or cash equivalents of the Acquired Companies as of the Effective Time and any deposits paid in connection with the Pyramid Transactions by the Acquired Companies on or prior to the Closing from

Indebtedness Adjustment has the meaning set forth in Section 6.07(a).