Closing Date Net Indebtedness Amount definition

Closing Date Net Indebtedness Amount means the Net Indebtedness Amount as of 12:01 a.m. Wichita time on the Closing Date.
Sample 1Sample 2Sample 3
Closing Date Net Indebtedness Amount means the Net Indebtedness Amount as of the Effective Time, determined in accordance with Section 2.03.
Sample 1
Closing Date Net Indebtedness Amount means the amount equal to (a) the aggregate outstanding Indebtedness of the Companies and the Company Subsidiaries (excluding (x) intercompany indebtedness among the Companies and the Company Subsidiaries and (y) the UK Loan Amount) minus (b) the aggregate amount of Cash of the Companies and the Company Subsidiaries, in each case calculated as of 11:59 p.m. E.S.T. on the Closing Date but without giving effect to (i) any incurrence of Indebtedness by any of the Companies or the Company Subsidiaries at or following the Closing, (ii) any contribution of Cash to any of the Companies or the Company Subsidiaries by or at the direction of the Purchaser or any of its Affiliates, or any distribution of Cash by any of the Companies or the Company Subsidiaries to or at the direction of the Purchaser or any of its Affiliates, in either case at or following the Closing or (iii) any use of Cash by any of the Companies or the Company Subsidiaries on the Closing Date other than in the ordinary course of business consistent with past practice).
Sample 1

Examples of Closing Date Net Indebtedness Amount in a sentence

  • Neither Party will have any indemnification obligations relating to, and none of the Indemnified Buyer Entities or the Indemnified Seller Entities will be entitled to indemnification pursuant to this Article 8 for, any Indemnifiable Losses to the extent that such Indemnifiable Losses were included, or should have been included, in the calculation of the Closing Date Net Working Capital Amount or the Closing Date Net Indebtedness Amount.

  • Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “ Buyer’s Statement ”) setting forth its calculation of the Closing Date Net Working Capital Amount, the Closing Date Net Indebtedness Amount and the resulting Closing Purchase Price, together with reasonable supporting information and calculations.

  • Within ninety (90) days after the Closing Date, Purchaser shall deliver to the Sellers a statement (the “Purchaser’s Statement”) setting forth its calculation of the Purchase Price (including the Closing Date Net Working Capital Adjustment Amount, the RGGI Adjustment Amount and the Closing Date Net Indebtedness Amount) together with reasonable supporting information and calculations.

  • Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Buyer’s Statement”) setting forth its calculation of the Purchase Price (including the Closing Date Net Working Capital and the Closing Date Net Indebtedness Amount) together with reasonable supporting information and calculations.

  • Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Buyer’s Statement”) setting forth its calculation of the Closing Date Net Working Capital Amount, the Closing Date Net Indebtedness Amount and the resulting Closing Purchase Price, together with reasonable supporting information and calculations.

Related to Closing Date Net Indebtedness Amount

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.

  • Net Indebtedness means, at any date and with respect to any Person, Indebtedness of such Person on such date less Cash and Cash Equivalents of such Person on such date determined in accordance with GAAP.

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Total Consolidated Indebtedness means, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding as of the date of determination.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Consolidated Net Indebtedness means, on any date, the difference of (a) Consolidated Total Indebtedness as of such date, minus (b) the aggregate amount of all Unrestricted Cash.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Total Consolidated Debt means, as of any date of determination, the aggregate amount of all Indebtedness of Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Consolidated Total Net Indebtedness means at any time the excess, of (i) Consolidated Total Indebtedness at such time over (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Company and its Restricted Subsidiaries at such time held free and clear of all Liens other than Liens securing the Obligations (or that are subject to the Intercreditor Agreement and bankers’ liens and similar inchoate Liens.

  • Secured Indebtedness Leverage Ratio means, with respect to any Person at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date. In the event that the Company or any of the Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Company may elect, pursuant to an Officer’s Certificate delivered to the Trustee, that all or any portion of the commitment under any Secured Indebtedness as being Incurred at the time such commitment is entered into and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be the creation or Incurrence of a Lien at such subsequent time. For purposes of making the computation referred to above, Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of the Restricted Subsidiaries has either determined to make or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate, to reflect (1) net operating expense reductions and other net operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 5 to the “Summary historical and pro forma combined financial data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).