Estimated Company Closing Net Indebtedness means Company Closing Net Indebtedness, as estimated by the Company and delivered to Buyer not less than one (1) business day prior to Closing.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Net Working Capital means Net Working Capital as of the Adjustment Calculation Time.
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 Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash Amount has the meaning set forth in Section 2.2.
Target Working Capital Amount means $162,000,000.
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).
Target Net Working Capital Amount means $0.
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.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.
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 Date Net Working Capital means the Net Working Capital as of the Closing Date.
Estimated Indebtedness has the meaning set forth in Section 2.3(a).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
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.
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.