Closing Indebtedness Adjustment definition

Closing Indebtedness Adjustment means the amount (positive or negative) by which the Estimated Closing Indebtedness exceeds or is less than, as the case may be, the Closing Indebtedness.
Closing Indebtedness Adjustment means (i) the amount by which the Closing Indebtedness exceeds the Target Closing Indebtedness, which will result in a dollar-for-dollar decrease to the Cash Consideration, (ii) the amount by which the Closing Indebtedness is less than the Target Company Indebtedness, which will result in a dollar-for-dollar increase in the Cash Consideration or (iii) $0, in the event that the Closing Indebtedness does not exceed the Target Closing Indebtedness and is not less than the Target Closing Indebtedness.
Closing Indebtedness Adjustment means an amount equal to (i) Closing USD Indebtedness plus (ii) the Dollar Equivalent of Closing BRL Indebtedness, subject to adjustment in accordance with Section 8.15.

Examples of Closing Indebtedness Adjustment in a sentence

  • The dean or the president said, “How’d you like to do something in Illinois history?” I said, “Well,” said, “I don’t know much about it, but okay.” So, I used Robert Howard’s work.

  • We rely on existing literature to provide an empirical test of Gibrat’s law (Lotti et al., 2009; Daunfeld and Elert, 2013; Haltiwanger et al., 2013) and document that small firms grow faster than larger firms do.


More Definitions of Closing Indebtedness Adjustment

Closing Indebtedness Adjustment has the meaning set forth in Section 1.5.

Related to Closing Indebtedness Adjustment

  • 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 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.

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

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

  • 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).

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

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

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

  • Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • 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.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

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

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).