Closing Net Indebtedness Statement definition

Closing Net Indebtedness Statement shall have the meaning set forth in Section 2.5(a).
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Closing Net Indebtedness Statement has the meaning set forth in Section 2.3(b) of this Agreement.
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Closing Net Indebtedness Statement and, together with the Closing Working Capital Statement, the “Closing Statements”). The Closing Balance Sheet and the Closing Statements shall be prepared in accordance with Brazilian GAAP, consistently applied and in a manner consistent with the past practice of the Company. For sake of clarity, the Parties acknowledge that any changes made by the Purchaser to any accounting methods, practices, principles, policies and procedures applied by the Company shall not be considered for the purposes of preparing the Closing Statements or the Closing Balance Sheet; provided, however, that nothing herein shall limit the Purchaser’s ability to make any adjustments with respect to any items that were not properly or accurately allocated or reflected in the Unaudited Financials (from which the Target Working Capital and the Target Net Indebtedness were derived) in accordance with the Company’s past practice, and to reflect such changes or correct such errors in the Closing Statements or the Closing Balance Sheet. The Shareholders shall provide such information as may be required by the Purchaser and its designated accounting firm as soon as practicable after the Closing in order for the Purchaser to prepare the Closing Balance Sheet and the Closing Statements within the time frame set forth above, and shall cooperate with any and all requests by the Purchaser and its designated accounting firm for information and back-up documentation relating to the preparation of the Closing Balance Sheet and the Closing Statements.
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Examples of Closing Net Indebtedness Statement in a sentence

  • In the case of a dividend or distribution paid in the manner contemplated by the preceding sentence, for purposes of preparing the Closing Net Indebtedness Statement contemplated by Section 1.04 of the Agreement, the amount payable by the Company to Seller as of the Local Closing Time in respect of the Company shall be treated as Indebtedness.

  • Seller and its representatives shall be provided with reasonable access to the books, records, non-proprietary work papers and appropriate personnel of Buyer and, to the extent practicable, its accountants in connection with Seller’s review of the Closing Working Capital Statement and Closing Net Indebtedness Statement.

  • If Seller does not deliver to Buyer a Notice of Dispute within such 45-day period, the Closing Working Capital Statement and Closing Net Indebtedness Statement as prepared by Buyer and delivered to Seller, including without limitation the amount of the Working Capital and Net Indebtedness stated therein, shall be final and binding on the parties hereto upon the expiration of such 45-day period.

  • If the Buyer and the Company are unable to resolve such dispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement shall be the Estimated Amounts for the purposes of the Closing.


More Definitions of Closing Net Indebtedness Statement

Closing Net Indebtedness Statement means a statement setting forth a calculation of Net Indebtedness.
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Closing Net Indebtedness Statement has the meaning given to it in Section 1.3(i)(i)(A).
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Related to Closing Net Indebtedness Statement

  • 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 Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect to the Closing).

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

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

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

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

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

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

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

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

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.

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

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

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

  • 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.

  • 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.

  • 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.

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

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • 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.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

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

  • 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.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Net Debt is calculated by adding short-term and long-term debt and subtracting cash and liquid assets.