Estimated Closing Company Indebtedness definition

Estimated Closing Company Indebtedness has the meaning set forth in Section 2.2.
Sample 1Sample 2
Estimated Closing Company Indebtedness has the meaning set forth in Section 3.1(a).
Sample 1Sample 2
Estimated Closing Company Indebtedness means the aggregate amount of the Closing Company Indebtedness, as set forth on the Estimated Balance Sheet; provided, that, any amount of Closing Company Indebtedness taken into account in determining the Estimated Working Capital Adjustment shall not be taken into account in determining the Estimated Closing Company Indebtedness.
Sample 1

Examples of Estimated Closing Company Indebtedness in a sentence

  • The Closing Statement shall follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.


More Definitions of Estimated Closing Company Indebtedness

Estimated Closing Company Indebtedness has the meaning set forth in Section 1.2. “Estimated Company Transaction Expenses” has the meaning set forth in Section 1.2. “Estimated Net Working Capital Amount” has the meaning set forth in Section 1.2. “Excess Buyer Recovery Amount” has the meaning set forth in Section 1.7(b).
Sample 1

Related to Estimated Closing Company Indebtedness

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

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

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

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

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

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

  • 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.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

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

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • 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).

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

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).