Estimated Closing Indebtedness Liabilities means the amount of Indebtedness Liabilities as of the Closing Date as estimated by Sellers’ Representative prior to the Closing Date pursuant to Section 2.1(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.
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.
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
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 2.6(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(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.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Indebtedness has the meaning set forth in Section 2.4(a).
Surviving Indebtedness has the meaning specified in Section 7.02(s).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Working Capital Escrow Amount means $2,000,000.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).