Company Indebtedness definition
Company Indebtedness means (a) indebtedness for borrowed money of the Company and its Subsidiaries, (b) obligations of the Company and its Subsidiaries evidenced by notes, bonds, debentures or other similar instruments or by letters of credit agreements, including purchase money obligations or other obligations relating to the deferred purchase price of property and (c) direct or indirect guarantees by the Company or any of its Subsidiaries of indebtedness for borrowed money of any Person.
Company Indebtedness means the Indebtedness of the Company.
Company Indebtedness means, with respect to the Company and its Subsidiaries, (a) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums and penalties (if any), unpaid fees and expenses and other monetary obligations in respect of (i) all outstanding indebtedness of the Company and/or its Subsidiaries for borrowed money, (ii) all outstanding indebtedness evidenced by notes, debentures, bonds or other similar instruments issued the Company and/or its Subsidiaries or the payment of which the Company and/or its Subsidiaries are responsible or liable, and (iii) all outstanding indebtedness of the Company and/or its Subsidiaries secured by any Encumbrance on any property owned by the Company and/or its Subsidiaries; (b) all outstanding obligations of the Company and/or its Subsidiaries for the deferred purchase price of property or services, including any earn out obligation, all conditional sale obligations of the Company and/or its Subsidiaries and all obligations of the Company and/or its Subsidiaries under any title retention agreement (but excluding current (i.e. not past due) trade accounts payable); (c) all outstanding obligations of the Company and/or its Subsidiaries under any financing lease or any lease required to be capitalized in accordance with IFRS; (d) all outstanding obligations of the Company and/or its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker’s acceptance, surety bond or similar transaction (but only to the extent such letter of credit, banker’s acceptance, surety bond or similar transaction has actually been drawn); (e) all outstanding obligations of the Company and/or its Subsidiaries under interest rate or currency swap or other hedging transactions or agreements (valued at the termination value thereof); (f) all outstanding obligations of the Company and/or its Subsidiaries under customer credits or advances or with respect to deferred revenue;
Examples of Company Indebtedness in a sentence
No later than two (2) Business Days prior to the Closing, Parent shall prepare and deliver to Buyer Parent a statement (the “Closing Statement”) setting forth a good faith estimate of the Closing Purchase Price (the “Estimated Closing Purchase Price”), including the (i) estimated Net Working Capital of the Business as of the Closing (the “Estimated Net Working Capital”), and (ii) the Transaction Expenses and the Company Indebtedness as of the Closing.
The Parties agree that the purpose of preparing and calculating the Net Working Capital, the Transaction Expenses, and the Company Indebtedness hereunder is to measure changes in the Net Working Capital, the Transaction Expenses, and the Company Indebtedness without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Accounting Principles.
More Definitions of Company Indebtedness
Company Indebtedness means the indebtedness of the Company, as of the IPO Closing Date (including, with respect to CPI Concrete Products, Inc., the value of the Cash Company Consideration to be received by its Employee Stock Ownership Plan), that the Company has elected to repay (or repurchase, as the case may be) with a portion of the RW Common Stock to be received as part of the Merger Consideration. At least five days prior to the Delivery Date, the Company will deliver to RW a schedule of the aggregate principal amount of the Company Indebtedness, certified by the President of the Company, that will be outstanding on the IPO Closing Date, and RW will repay such Company Indebtedness on the IPO Closing Date. To the extent that the actual amount of Company Indebtedness exceeds the amount shown on such schedule, such excess shall be repaid by the Stockholders on or prior to the IPO Closing Date.
Company Indebtedness means all debt outstanding under the Company Credit Agreement.
Company Indebtedness means the aggregate amount of Indebtedness of the Company Group as of immediately prior to the Closing.
Company Indebtedness means all outstanding Indebtedness for Borrowed Money of the Company as of the Closing Date.
Company Indebtedness means the debt outstanding and all obligations due under the Company Credit Agreement.
Company Indebtedness means the sum of the fair market value (expressed in United States dollars) of all Indebtedness of the Group Companies as of immediately prior to the Effective Time, as set forth in the Allocation Schedule.
Company Indebtedness means the Indebtedness of the Company as of 11:59 p.m. on the date immediately prior to the Closing Date, as computed in accordance with the Accounting Principles.