Adjusted Net Indebtedness definition

Adjusted Net Indebtedness means, as of any date of determination, for the Company and its Restricted Subsidiaries, on a consolidated basis, the difference between (a) Indebtedness (excluding (v) letters of credit other than letters of credit that support Indebtedness of Unrestricted Subsidiaries and (w) obligations in respect of Bank Products) minus the aggregate amount as of the date of determination of cash and/or Cash Equivalents held in (i) domestic accounts on the consolidated balance sheet of the applicable Person and its Restricted Subsidiaries as of such date to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which any such Person is a party and (ii) accounts established as an offset to Floor Plan Loans on the consolidated balance sheet of the applicable Person and its Restricted Subsidiaries as of such date; provided that the aggregate amount of cash and Cash Equivalents under clauses (i) and (ii) for purposes of this calculation shall in no event exceed $75,000,000, plus an amount equal to six times Rental Expense during the preceding four quarter period (excluding Rental Expense with respect to real property purchased during such four quarter period but including Rental Expense for any real property disposed of and leased back to the Company or its Subsidiaries during such four quarter period as if such sale-leaseback transaction had occurred, and such associated rental payments began, on the first day of such applicable four quarter period) and (b) the sum of (i) Floor Plan Loans outstanding, (ii) Permitted New Vehicle Floor Plan Indebtedness, (iii) Permitted Dual Subsidiary Indebtedness, (iviii) Indebtedness permitted pursuant to Section 10.1(r), (viv) Retail Loan Guarantees not in excess of ten percent (10%) of Stockholders’ Equity and (viv) Guarantees of Indebtedness of Unrestricted Subsidiaries (floor plan or other) in an amount not to exceed $75,000,000 in the aggregate.

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Adjusted Net Indebtedness means an amount, which amount may be positive or negative, calculated in accordance with Schedule C, equal to (a) the Net Indebtedness of the Company Entities, minus (b) the Net Cash of the Company Entities (after multiplying the amount of Adjusted Net Indebtedness of each Company Entity by such Company Entity’s Applicable Percentage).

Examples of Adjusted Net Indebtedness in a sentence

In the event that Sellers’ Rep does not provide such a notice of disagreement within such forty five (45) day period, Sellers and Buyer Group shall be deemed to have agreed to the calculation of Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness delivered by Buyer Group, which shall be final, binding and conclusive for all purposes hereunder.
The Closing Statement shall be prepared, and the Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness shall each be calculated, in accordance with the definitions contained herein and the Transaction Consideration Methodology.
Each of Buyer Group and Sellers shall promptly provide its assertions regarding the Final Adjusted Net Working Capital and Final Adjusted Net Indebtedness in writing to the Independent Accountant and, substantially concurrently with the provision thereof to the Independent Accountant, to each other.
For example, if Sellers challenge items underlying the calculations of Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness in the gross amount of $1,000,000, and the Independent Accountant determines that Buyer Group has a valid claim for $400,000 of the $1,000,000, Buyer Group shall bear 60% of the fees and expenses of the Independent Accountant and Sellers shall bear 40% of the fees and expenses of the Independent Accountant.
In the event any such notice of disagreement is timely provided, Buyer Group and Sellers shall use their respective reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Statement and the calculations of Final Adjusted Net Working Capital or Final Adjusted Net Indebtedness.

More Definitions of Adjusted Net Indebtedness

Adjusted Net Indebtedness means an amount, which amount may be positive or negative, calculated in accordance

Adjusted Net Indebtedness means, as of any date of determination, for the Company and its Restricted Subsidiaries, on a consolidated basis:

Adjusted Net Indebtedness means, as of any time of determination, an amount (which may be positive or negative) equal to: (i) the Indebtedness, minus (ii) the Cash, minus (iii) the Income Tax Refund Credit Amount, minus (iv) the NOL Credit Amount, as adjusted for (v) any and all inclusions, exclusions and adjustments thereto provided for in the Transaction Consideration Methodology (including, for the avoidance of doubt, the following items that are referred in the Transaction Consideration Methodology as follows: (a) the aggregate amount of advances from MB Canada and its Subsidiaries to MB US and its Subsidiaries, which shall be subtracted, (b) Government Assistance (Empire State Development Grant, Hydro QC & SAE, R&D Tax Credits, C3i Provincial), which shall be subtracted, (c) MK3 Warranty Accrual, which shall be added, (d) Under-Reserved Ecotuned MK3 Warranty Accrual, which shall be added, and (e) Ringfenced Asset / Liability Transfer Adjustment, which may be added or subtracted).