Closing Indebtedness Amount definition

Closing Indebtedness Amount has the meaning set forth in Section 1.4.

Closing Indebtedness Amount means the total amount of the Company and its Subsidiaries’ Indebtedness as of immediately prior to the Closing.

Closing Indebtedness Amount means: (A) the aggregate amount of outstanding Indebtedness as of the Effective Time; minus (B) any outstanding Indebtedness as of the Effective Time to be paid to the lenders under the Credit Agreement or any applicable Interim Debt Financing at the Closing by the issuance of Holdco Common Stock, as set forth in the Payoff Letters.

Examples of Closing Indebtedness Amount in a sentence

• If the Closing Indebtedness Amount as finally determined pursuant to this Section 3.3 is greater than the Estimated Indebtedness Amount, the Holdback Amount shall be immediately reduced by the amount of such difference; provided, if such difference exceeds the Holdback Amount, (A) Buyer shall recover the entire Holdback Amount and (B) Sellers shall within three Business Days pay to Buyer, by wire transfer of immediately available funds, an amount in cash equal to such difference.

• As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Holdco shall prepare or cause to be prepared a statement (the “Closing Date Schedule”) setting forth in reasonable detail Holdco’s calculation of (i) the aggregate amount of all Company Transaction Expenses; (ii) the Closing Indebtedness Amount; (iii) the Closing Cash Amount; (iv) the Net Working Capital Amount; and (v) the Cash Purchase Price.

• All accrued and unpaid Taxes of the Company and its Subsidiaries as of close of business on the Closing Date (calculated in accordance with past practice and not taking into account the Closing or any actions taken by Parent or the Company and its Subsidiaries after the Effective Time) will be included in the Estimated Closing Indebtedness Amount.

• No later than sixty (60) days after the Distribution Date, Remainco shall deliver to Merger Partner a statement (the “Spinco Initial Post-Closing Statement”) in the same format as the Spinco Reference Closing Statement, setting forth Remainco’s calculation of the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount.

• If the Estimated Indebtedness Amount as finally determined pursuant to this Section 3.3 is greater than the Closing Indebtedness Amount, Buyer shall within three Business Days pay to Sellers the difference by wire transfer of immediately available funds.

More Definitions of Closing Indebtedness Amount

Closing Indebtedness Amount means an amount, expressed as a positive number (or zero), equal to the aggregate dollar amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing.

Closing Indebtedness Amount means the amount of Indebtedness as of the Calculation Time.

Closing Indebtedness Amount means the amount of Indebtedness as immediately prior to the Closing on the Closing Date.

Closing Indebtedness Amount means the aggregate amount of Indebtedness of the Target Companies as of 12:01 a.m. Mountain Time on the Closing Date.

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 Amount means all Indebtedness of the Company reflected on the Estimated Closing Statement, to be calculated as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the Closing Date.

Closing Indebtedness Amount means the amount of all Closing Indebtedness.