Closing Date Indebtedness definition

Closing Date Indebtedness means the aggregate amount of outstanding Indebtedness of the Group Companies that remains unpaid as of immediately prior to the Closing.

Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

Closing Date Indebtedness means the Indebtedness of the Group Companies as of the close of business on the Business Day immediately prior to the Closing Date.

Examples of Closing Date Indebtedness in a sentence

• At or prior to Closing, the Parties shall agree on the aggregate outstanding Indebtedness of the Company as of the Closing Date (excluding Indebtedness taken into account in the determination of Working Capital) (“Closing Date Indebtedness”), and the cash component of the Consideration payable at Closing shall be reduced by the amount of the Company’s Closing Date Indebtedness.

• After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to Seller, a statement, prepared in accordance with the Illustrative Purchase Price Adjustment Statement in Exhibit B, setting forth Buyer’s determination of (i) Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A, (ii) Closing Date Cash and (iii) Closing Date Indebtedness (the “ Purchase Price Adjustment Statement”).

• In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount.

• Notwithstanding the foregoing, F5 Finishes agrees that it will assume, and will not pay off at Closing, Closing Date Indebtedness relating to (i) bank lines of credit (provided that the F5 Finishes may pay off the bank lines of credit at Closing, but the Purchase Price shall not be reduced as a result of any such payoff), (ii) capital leases for Vehicles and Equipment used in the Business, and (iii) purchase agreements relating to Vehicles or Equipment used in the Business.

• Borrower is not in default, in any material respect, with respect to any of the Closing Date Indebtedness as of the Closing Date.

More Definitions of Closing Date Indebtedness

Closing Date Indebtedness has the meaning specified in Section 3.08(a).

Closing Date Indebtedness means the Debt of the Company and the Transferred Companies as of the Closing but without giving effect to the consummation of the transactions contemplated by this Agreement.

Closing Date Indebtedness shall have the meaning set forth in Section 2.5(a).

Closing Date Indebtedness means the amount of all Indebtedness of the Corporation at Closing.

Closing Date Indebtedness means Indebtedness described on Schedule 10.1.

Closing Date Indebtedness means the amount of Indebtedness outstanding as of the Closing (without giving effect to the transactions contemplated herein), excluding (i) any Indebtedness that is included in the Working Capital calculations in accordance with Section 2.7 and (ii) any Indebtedness (including guarantees thereof) that will be released upon or immediately following the Closing.

Closing Date Indebtedness means Indebtedness as of 11:59 P.M. on the date immediately prior to the Closing Date.