Debt Adjustment Sample Clauses

Debt Adjustment. If net indebtedness of the Enterprise is not $500 million immediately prior to or simultaneously with the consummation of the IPO Transaction, then the Percentage shall be adjusted in accordance with the following examples: If net indebtedness of the Enterprise is $500 million immediately prior to or simultaneously with consummation of the IPO Transaction, then the Percentage shall be 7.990% If net indebtedness of the Enterprise is $430 million immediately prior to or simultaneously with consummation of the IPO Transaction, then the Percentage shall be calculated as follows:

Debt Adjustment. (i) If the Closing Date Debt (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Debt, then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and (ii) if the Estimated Closing Date Debt exceeds the Closing Date Debt (as finally determined pursuant to Section 2.3), then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Debt (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Debt, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.4(d).

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilities, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:

Debt Adjustment. The Purchase Price shall be adjusted downward on a dollar-for-dollar basis by the amount of any Indebtedness of the Company as of the Business Day before the Closing Date as set forth below: (i) Within two (2) Business Days prior to the Closing, the Sellers shall cause the Company to prepare and deliver to Buyer an officer’s certificate of the Company that contains a good faith and reasonable best estimate of the Indebtedness of the Company as of the close of business on the Business Day before the Closing Date (the “Estimated Closing Date Debt”), which Estimated Closing Date Debt shall be prepared using the same methodologies provided for in Section 2.3.1(i). The Purchase Price payable to the Sellers at the Closing pursuant to Section 2.2 shall be decreased by an amount equal to the Estimated Closing Date Debt (the “Estimated Closing Date Debt Adjustment”). (ii) The Estimated Closing Date Debt shall be reconciled after the Closing Date using the same methodologies provided for in Section 2.3.1(ii) to determine the actual Indebtedness as of the Business Day before the Closing Date (“Closing Date Debt Calculation”). (iii) The mechanisms for dispute resolution provided for in Section 2.3.1 shall also govern any dispute as to the Closing Date Debt Calculation. (iv) If the Closing Date Debt Calculation exceeds the Estimated Closing Date Debt, then Buyer shall have the right to be paid out of the Adjustment Escrow, within five (5) Business Days of a final determination by the Accounting Arbitrator or expiration of the thirty (30) day period for the Seller Representative to deliver an Objection Notice, an amount equal to the amount by which the Closing Date Debt Calculation exceeds the Estimated Closing Date Debt, together with interest thereon at the Prime Rate (as of the Closing Date) from the Closing Date to and including the date of payment. If the Estimated Closing Date Debt exceeds the Closing Date Debt Calculation, then Buyer shall pay to the Seller Representative on behalf of the Sellers by wire transfer of immediately available funds, within five (5) Business Days of a final determination by the Accounting Arbitrator or expiration of the thirty (30) day period for the Seller Representative to deliver an Objection Notice, an amount equal to the amount by which the Estimated Closing Date Debt exceeds the Closing Date Debt Calculation (Buyer to pay each Seller his or its pro rata share of such shortfall), together with interest thereon at the Prime Rate (a...

Debt Adjustment. The Purchase Price shall be decreased by the sum of (1) all obligations of the Partnership and the Subsidiaries for borrowed money (including all accrued and unpaid interest unless otherwise taken into account in Section 2.3(a)) under the Loan Documents and under any bonds, debentures, notes, indentures, mortgages, or similar instruments to which the Partnership or any of the Subsidiaries are a party or by which any of them are bound, (2) all capital lease obligations of the Partnership and the Subsidiaries and (3) any other non-current liabilities (other than deferred taxes, launch support payments and other items that do not reflect a cash obligation of the Partnership), each as calculated as of the Closing Date in accordance with GAAP.

Debt Adjustment. The Cash Consideration shall be decreased by the principal amount and accrued and unpaid interest and any other outstanding obligations of any indebtedness for borrowed money of the Companies, if any, as of the Adjustment Time, excluding, however, any Intercompany Payables and any amounts included in the calculation of Working Capital.

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). Notwithstanding the foregoing, there shall be no reduction for up to $50,000 of such Debt that relates to capital expenditures made subsequent to July 31, 1997 (the "Capital Expenditure Allowance"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP, plus $225,000. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:

Debt Adjustment. The Base Price shall be decreased by (i) 100% of the outstanding indebtedness of the Company for borrowed money (including capitalized lease obligations and interest and prepayment premiums) as of the Closing and (ii) 75.018 percent of the sum of (A) the amount of outstanding indebtedness of the Partnership for borrowed money (including capitalized lease obligations and interest and prepayment premiums) as of the Closing and (B) the amount of accrued and unpaid management fees owed by the Partnership as of the Closing (such decrease in the Base Price being referred to herein as the "Debt Adjustment"); provided that prepayment premiums shall only be treated as indebtedness for purposes of the Debt Adjustment to the extent Purchaser pays same in connection with the payment at the Closing of indebtedness of the Company and/or the Partnership.

Debt Adjustment. In the event that the Indebtedness of the Company as of the Effective Time (“Closing Indebtedness”) exceeds Three Million Dollars ($3,000,000) (the “Indebtedness Threshold”), the “Debt Adjustment” shall equal the excess of Closing Indebtedness over the Indebtedness Threshold. On or before the date that is five (5) Business Days prior to the date on which the Effective Time is scheduled, the Company will provide Parent with a written certificate of its Chief Executive Officer setting forth (A) the payments necessary to be made in order for the Indebtedness of the Company to be repaid in full and retired as of the Effective Time, (B) the identity of the Persons to receive such payments and (C) wire transfer instructions and such other information necessary to affect such payments. Upon request, the Company will provide reasonable documentary support for its calculations and obtain payoff letters from, and arrange for lien releases by, the lenders and vendors involved.