Closing Net Indebtedness Amount definition

Closing Net Indebtedness Amount means an amount, expressed as a positive number, equal to (i) the Closing Cash Amount minus (ii) the Closing Indebtedness Amount; provided, that if the Closing Cash Amount exceeds the Closing Indebtedness Amount, then the Closing Net Indebtedness Amount shall be deemed to equal zero dollars ($0.00).
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Closing Net Indebtedness Amount means (a) the aggregate Indebtedness of the Companies, together with the aggregate Indebtedness of Seller to the extent included in the Assumed Liabilities, including all long-term debt and the current portion of long-term debt, minus (b) cash and cash equivalents of the Companies, in each case calculated as of the Closing from the applicable balance sheet.
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Closing Net Indebtedness Amount means the aggregate amount of Net Indebtedness, including the Indebtedness in the categories identified on Annex Schedule 11(c)(2), as of the close of business on the day immediately preceding the Closing Date. For illustrative purposes only, attached as Annex Schedule 11(c)(2) is a sample calculation of the Closing Net Indebtedness Amount as of June 30, 2016 (as opposed to the Closing Date).
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Examples of Closing Net Indebtedness Amount in a sentence

  • If the Securityholders’ Agent disputes the calculation of the Net Working Capital Amount or the Closing Net Indebtedness Amount set forth in the Parent Closing Balance Sheet or the Parent Closing Date Schedule, then the Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Parent at any time during the thirty (30) day period commencing upon receipt by the Securityholders’ Agent of the Parent Closing Balance Sheet and the Parent Closing Date Schedule (the “Review Period”).

  • If the Securityholders’ Agent does not deliver a Dispute Notice to Parent prior to the expiration of the Review Period, the Surviving Corporation’s calculation of the Net Working Capital Amount and the Closing Net Indebtedness Amount set forth in the Parent Closing Balance Sheet and the Parent Closing Date Schedule shall be deemed final and binding on Parent, the Surviving Corporation, the Securityholders’ Agent and the Effective Time Holders for purposes of this S ection 1.10.

  • If (A) the Closing Net Indebtedness Amount as finally determined in accordance with S ection 1.10(b) is greater than (B) the Estimated Closing Net Indebtedness Amount (the positive amount of such difference, the “Closing Net Indebtedness Shortfall”), then Parent and the Securityholders’ Agent shall instruct the Escrow Agent to release to Parent from the Adjustment Escrow an amount in cash equal to the Closing Net Indebtedness Shortfall.


More Definitions of Closing Net Indebtedness Amount

Closing Net Indebtedness Amount means the amount of all Indebtedness of the Acquired Companies outstanding as of the Effective Time, excluding (i) any Project Company Indebtedness, (ii) any Permitted Liens, and (iii) any Indebtedness of the Acquired Companies set forth in Section 1.01(f) and Section 1.01(g) of the Seller Disclosure Schedules.
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Related to Closing Net Indebtedness Amount

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

  • Closing Indebtedness means the Indebtedness of the Purchased Companies as of immediately prior to the Closing, determined in accordance with the Transaction Accounting Principles.

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

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less the Cash at such time.

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

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Secured Indebtedness Leverage Ratio means, with respect to any Person, at any date, the ratio of (1) the Consolidated Total Indebtedness of such Person that is secured by a Lien on any assets of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with IFRS) less the amount of cash, Cash Equivalents and debt service reserve accounts in excess of any Restricted Cash held by such Person and its Restricted Subsidiaries as of such date of determination to (2) Consolidated EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the specified Person or any of its Subsidiaries which are Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Indebtedness Leverage Ratio Calculation Date”), then the Secured Indebtedness Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom; provided that the Company may elect pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time. In addition, for purposes of calculating the Secured Indebtedness Leverage Ratio:

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

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

  • Closing Cash has the meaning set forth in Section 2.11(a).

  • Consolidated Net Indebtedness means at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

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

  • 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:

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.

  • 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

  • Consolidated First Lien Indebtedness means, as of any date of determination, Consolidated Total Indebtedness secured by Liens on any asset or other property of the Borrower and/or its Restricted Subsidiaries on an equal priority basis (but without regard to the control of remedies) with Liens securing the Secured Obligations.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.