Closing Date Funded Indebtedness definition

Closing Date Funded Indebtedness means the Funded Indebtedness as of immediately prior to the Closing.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the open of business on the Closing Date.

Closing Date Funded Indebtedness means the aggregate amount of all of the Funded Indebtedness of or with respect to the Group Companies as of immediately prior to the Closing.

Examples of Closing Date Funded Indebtedness in a sentence

• If, prior to the Closing, Seller and Buyer are unable to resolve any dispute regarding any item of the Estimated Purchase Price with respect to Cash and Cash Equivalents, Closing Date Funded Indebtedness or Company Expenses, then the estimate for such unresolved disputed item shall be the estimate provided by the Company in the Estimated Purchase Price Statement.

• In connection with determining the Estimated Purchase Price, the Company shall (i) estimate the amount of the Net Working Capital Adjustment, (ii) estimate the amount of Cash and Cash Equivalents, (iii) estimate the amount of Closing Date Funded Indebtedness, and (iv) estimate the Company Expenses.

• The Closing Date Funded Indebtedness will be expressed in Pesos and converted into Dollars at the Applicable Exchange Rate.

• Sellers shall be entitled to review the Closing Date Balance Sheet and the Closing Date Funded Indebtedness.

• Contemporaneously with filing of the Certificate of Merger and on behalf of the Company and the Company Stockholders, Parent shall pay, or shall cause the Surviving Entity to pay, in cash by wire transfer of immediately available funds, the Closing Date Funded Indebtedness and the Company Expenses as contemplated by the first sentence of this Section 2.12.

More Definitions of Closing Date Funded Indebtedness

Closing Date Funded Indebtedness means, without duplication, the Funded Indebtedness of the Purchased Companies outstanding and unpaid immediately prior to the Closing.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the open of business on the Closing Date, and “Funded Indebtedness” means, as of any time, without duplication, the following obligations (whether or not then due and payable), to the extent they are of the Company or guaranteed directly or indirectly, jointly or severally, in any manner by the Company, including through the grant of a security interest upon any assets of the Company: (a) the outstanding principal amount of, accrued and unpaid interest on and other payment obligations (including any prepayment premiums payable as a result of the consummation of the transactions contemplated herein) arising under any obligations of the Company in respect of indebtedness for borrowed money, (b) indebtedness evidenced by any note, bond, debenture or other debt security (whether or not convertible), including accrued but unpaid interest thereon, (c) all obligations to pay the deferred purchase price of property or services (including any potential future earn-out, purchase price adjustment, release of “holdback” or similar payment, but excluding any trade payables incurred in the ordinary course of business specifically set forth as a Liability in the calculation of Net Working Capital, (d) letters of credit, to the extent drawn, and bankers’ acceptances issued for the account of the Company, guarantees, or similar credit transactions, (e) obligations under leases required in accordance with GAAP to be recorded as capital leases, (f) all negative balances in bank accounts and all overdrafts, (g) all obligations arising out of any swap, option, derivative, hedging or similar arrangement, (h) all underfunded or unfunded Liabilities with respect to the Company’s nonqualified deferred compensation plan -9- and the amount of any shortfall in payments to unions for pension plan and medical plan contributions, (i) all obligations in respect of prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if all Funded Indebtedness referred to in clauses (a) through (g) above were prepaid (or, in the case of any swap, option, derivative, hedging or similar arrangement, unwound and fully settled) in full at such time and (j) to the extent any item of such Funded Indebtedness referred to in clauses (a) through (i) cannot be repaid on such time (e.g., as a result of an irrevocable advance notice requirement), all interest on and other accretion of such Funded Indebt...

Closing Date Funded Indebtedness means, without duplication, the obligations of the Purchased Companies outstanding and unpaid immediately prior to the Closing (which obligations include any principal, accrued interest, fees, costs, penalties or make-whole or similar payments in connection therewith, but excluding any undrawn amounts under credit lines or revolving (or similar) credit facilities, and excluding any indemnification or contingent obligations not then owing) under any Funded Indebtedness.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the close of business on the day immediately preceding the Closing Date.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the close of business on the Closing Date, without giving effect to any of the Transactions. For avoidance of doubt, Closing Date Funded Indebtedness shall not include any Funded Indebtedness incurred by or on behalf of Buyer on the Closing Date.

Closing Date Funded Indebtedness means the Funded Indebtedness, determined as of 12:01 a.m., Eastern Time on the Closing Date, calculated in accordance with the Accounting Principles (without giving effect to any of the Transactions).

Closing Date Funded Indebtedness means the Funded Indebtedness as of immediately prior to the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended.