Net Indebtedness Adjustment Sample Clauses

Net Indebtedness Adjustment. (a) Within ninety (90) days after the Distribution Date, SpinCo shall prepare and deliver to RemainCo a statement (the “Net Indebtedness Statement”), setting forth the Net Indebtedness of the SpinCo Business as of the close of business on the Distribution Date (“Closing Net Indebtedness”). Upon SpinCo’s request, RemainCo shall provide reasonable assistance to SpinCo in the preparation of the Net Indebtedness Statement.
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Net Indebtedness Adjustment. If Net Indebtedness, as finally determined pursuant to Section 3.1(b)(ii), is less than Estimated Net Indebtedness, then the Estimated Merger Consideration shall be increased dollar-for-dollar by the amount of such shortfall. If Net Indebtedness, as finally determined pursuant to Section 3.1(b)(ii), is greater than Estimated Net Indebtedness, then the Estimated Merger Consideration shall be reduced dollar-for-dollar by the amount of such difference.
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Net Indebtedness Adjustment. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate signed by an officer of the Company setting forth the Company’s good faith determination of the estimated Net Indebtedness (“Estimated Net
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Net Indebtedness Adjustment. If Net Indebtedness, as finally determined pursuant to this ARTICLE III, is greater than Estimated Net Indebtedness the Purchase Price shall be reduced dollar-for-dollar by the amount of such difference. If Net Indebtedness, as finally determined pursuant to this ARTICLE III, is less than Estimated Net Indebtedness the Purchase Price shall be increased dollar-for-dollar by the amount of such difference.
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Net Indebtedness Adjustment. 7.2.1 If the Net Indebtedness is a positive amount (meaning the Company owes money), it shall on a euro to euro basis (i) be deducted from the Initial Purchase Price and (ii) be paid in cash to the Purchaser by the Seller.
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Net Indebtedness Adjustment. (a) No more than five (5) days and not less than two (2) days prior to the Closing Date, the Company shall in good faith estimate the Net Indebtedness (“Estimated Net Indebtedness”) and deliver to Parent a certificate signed by a senior officer of the Company setting forth the calculation thereof. The Company shall provide Parent and its representatives reasonable access to such working papers and other information supporting such calculation of Estimated Net Indebtedness.
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Net Indebtedness Adjustment. The Purchase Price shall be adjusted by reducing or increasing the Initial Purchase Price dollar for dollar by the amount, if any, by which the Net Indebtedness of Sellers derived from the Audited Balance Sheet is less or more (as the case may be) than the Net Indebtedness of Sellers as shown on the Estimated Payment Certificate, which shortfall shall be payable by Buyer to Sellers or which excess shall be payable by Sellers to Buyer (as the case may be) upon final determination of the adjustment pursuant to Sections 2.9 and 2.16 (together with interest thereon from the Interim Balance Sheet Date at the Interest Rate). If the amount of Net Indebtedness derived from the Audited Balance Sheet exceeds the amount of Net Indebtedness as shown on the Estimated Payment Certificate, Buyer may, at is option, recover the excess (together with interest thereon from the Interim Balance Sheet Date at the Interest Rate) from the Performance Escrow Deposit in accordance with Performance Escrow Agreement or, alternatively, seek recourse directly from Sellers.
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Net Indebtedness Adjustment. (i) If the Estimated Net Indebtedness is less than the Net Indebtedness Target, then the Purchase Price shall be increased dollar-for-dollar by the amount of such difference, and if the Estimated Net Indebtedness is greater than the Net Indebtedness Target, then the Purchase Price shall be reduced dollar-for-dollar by the amount of such difference.
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Net Indebtedness Adjustment 
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Related to Net Indebtedness Adjustment

  • Funded Indebtedness 2 GAAP............................................................ 6

  • Maximum Consolidated Capital Expenditures Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

  • Consolidated Total Indebtedness All Indebtedness of Parent Borrower and its Subsidiaries determined on a consolidated basis and shall include (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates.

  • Payment of Outstanding Indebtedness, etc The Administrative Agent shall have received evidence that immediately after the making of the Loans on the Closing Date, all Indebtedness under the Existing Credit Agreement and any other Indebtedness not permitted by Section 7.04, together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall be paid in full from the proceeds of the initial Credit Event, and the commitments in respect of such Indebtedness shall be permanently terminated, and all Liens securing payment of any such Indebtedness shall be released and the Administrative Agent shall have received all payoff and release letters, Uniform Commercial Code Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

  • Total Indebtedness Create, incur, assume, or suffer to exist, or permit any Subsidiary of Borrower to create, incur or suffer to exist, any Indebtedness, except:

  • Interest Expense For any period with respect to Parent Borrower and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under a construction loan, together with the interest portion of payments actually payable on Capitalized Leases, plus (b) Parent Borrower’s and its respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

  • Consolidated Capital Expenditures Holdings and Company shall not, and shall not permit their Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year (or portion of a Fiscal Year set forth below) in an aggregate amount in excess of the amount set forth below opposite such Fiscal Year (the “Maximum Consolidated Capital Expenditures Amount”): Fiscal Year Maximum Consolidated Capital Expenditures Amount Portion of Fiscal Year 2007 occurring following the Closing Date $ 10,000,000 2008 $ 11,000,000 2009 $ 12,000,000 2010 $ 13,000,000 2011 $ 14,000,000 2012 $ 15,000,000 2013 $ 16,000,000 Portion of Fiscal Year 2014 occurring prior to the Term Loan Maturity Date $ 17,000,000 provided that the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Capital Expenditures Amount for the previous Fiscal Year (without giving effect to any adjustment in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year (with Capital Expenditures in any Fiscal Year being deemed to have been made first from any amount carried forward from the preceding Fiscal Year), and may be further increased at the option of Company by an amount equal to 50% of the Maximum Consolidated Capital Expenditures Amount for the succeeding Fiscal Year; provided, further, that in addition to the amounts set forth above, Holdings and its Subsidiaries may make Consolidated Capital Expenditures up to the Specified Equity Amount. Any usage of the succeeding Fiscal Year’s Maximum Consolidated Capital Expenditures Amount shall be deducted from the Maximum Consolidated Capital Expenditures Amount available for such succeeding Fiscal Year. After the consummation of any Permitted Acquisition permitted hereunder, the Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be increased in an amount equal to 110% of the average annual amount of capital expenditures made by the Person or business so acquired as reflected in the financial statements of such Person or business during the two fiscal years preceding such Permitted Acquisition.

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Consolidated Interest Expense With respect to any period, without duplication, (a) total Interest Expense of REIT and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

  • Total Debt The Company will not at any time permit Consolidated Total Debt to exceed any of the following:

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