Closing Indebtedness and Cash Statement definition

Closing Indebtedness and Cash Statement means a statement to be delivered to Purchaser setting out (i) the Indebtedness of each Acquired Company that is to be repaid at Closing to be set out in Part A of such statement, less the Cash of the Acquired Companies, in each case on a consolidated basis as of the Effective Time (the "Net Indebtedness Payable at Closing") and (i) the Indebtedness of the Acquired Companies that is not to be repaid at Closing (as at the Effective Time) to be set out in Part B of such statement (the "Indebtedness Not Payable at Closing"), ignoring any payments on the Closing Date pursuant to Section 2.5, which statement shall be based, with respect to Indebtedness owed to third party creditors that is to be repaid on the Closing Date, on signed pay-out letters obtained from such third party creditors.
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Closing Indebtedness and Cash Statement means a statement to be delivered by Agent to Purchaser within three (3) Business Days prior to the Closing Date setting out (i) the Indebtedness of Corporation that is to be repaid at Closing, (ii) the Indebtedness of Corporation that is not to be repaid at Closing, and (iii) the Cash of Corporation, in each case on a consolidated basis as at the Adjustment Time (ignoring any payment on the Closing Date pursuant to Sections 2.3(d) and 2.5) which shall be based, with respect to Indebtedness owed to third party creditors that is to be repaid immediately prior to Closing, on signed pay-out letters obtained from such third party creditors.
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Examples of Closing Indebtedness and Cash Statement in a sentence

  • If the Net Indebtedness set forth in the Final Statements is greater than the Net Indebtedness set forth in the Closing Indebtedness and Cash Statement, then Sellers shall owe an amount equal to such excess to Purchaser.

  • If the Net Indebtedness set forth in the Closing Indebtedness and Cash Statement is greater than the Net Indebtedness set forth in the Final Statements, then Purchaser shall owe an amount equal to such excess to Sellers.

Related to Closing Indebtedness and Cash Statement

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

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

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

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

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Interim Financing means any new financial assistance, provided by an existing or a new creditor, that includes, as a minimum, financial assistance during the stay of individual enforcement actions, and that is reasonable and immediately necessary for the debtor's business to continue operating, or to preserve or enhance the value of that business;

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

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

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

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

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

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

  • 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.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.