Estimated Funded Indebtedness definition

Estimated Funded Indebtedness has the meaning set forth in Section 1.02(b).
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Estimated Funded Indebtedness means the good faith estimate made by the Sellers and submitted to the Purchaser no later than 5 (five) Business Days prior to the Closing Date, that reflects the calculation of the Funded Indebtedness as of the open of business on the Closing Date. The “Estimated Funded Indebtedness” will (i) include the Debt Amount, and (ii) be expressed in Pesos and converted into Dollars in accordance with the Applicable Exchange Rate.
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Estimated Funded Indebtedness is defined in Section 2.3(a)(3).
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Examples of Estimated Funded Indebtedness in a sentence

  • Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate.

  • The “ Buyer Adjustment Amount” means the excess, if any, of the sum of (I) Estimated Working Capital, Estimated Cash, Final Funded Indebtedness, and Final Company Transaction Expenses, over the sum of (II) Final Working Capital, Final Cash, Estimated Funded Indebtedness, and Estimated Company Transaction Expenses.

  • The amount payable by Buyer to the Sellers at the Closing for the Purchased Shares shall be an amount (the “Estimated Purchase Price”) in Dollars equal to (i) Three Hundred Thirty Million Dollars ($330,000,000) (the “Base Closing Cash Amount”), plus (ii) the Estimated Net Working Capital Adjustment (which may be a negative number), minus (iii) the Estimated Funded Indebtedness, plus (iv) the Estimated Closing Date Cash, minus (v) the Estimated Transaction Related Expenses.

  • The “ Seller Adjustment Amount” means the excess, if any, of the sum of (I) Final Working Capital, Final Cash, Estimated Funded Indebtedness, and Estimated Company Transaction Expenses, over the sum of (II) Estimated Working Capital, Estimated Cash, Final Funded Indebtedness, and Final Company Transaction Expenses.

  • If the Final Closing Statement is not so timely delivered, the Estimated Cash, the Estimated Funded Indebtedness and the Estimated Seller Expenses will be deemed Final Cash, Final Funded Indebtedness, and Final Seller Expenses, respectively, absent manifest error.

  • Checked in and got a room on floor “T” for top! Although the room is smaller than my room in Taichung.


More Definitions of Estimated Funded Indebtedness

Estimated Funded Indebtedness as defined in Section 2.5(a)(i).
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Related to Estimated Funded Indebtedness

  • Consolidated Funded Indebtedness means Funded Indebtedness of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Funded Debt means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

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

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • Funded Debt means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

  • Consolidated Total Funded Debt means, as of the date of determination, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Total Funded Debt means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • 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.

  • 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).

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Consolidated Unsecured Indebtedness means, at any time, the portion of Consolidated Total Indebtedness that is Unsecured Indebtedness.

  • Consolidated Fund means the Consolidated Fund established by this Constitution;

  • Estimated Closing 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 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.

  • Net Indebtedness means, at any date and with respect to any Person, Indebtedness of such Person on such date less Cash and Cash Equivalents of such Person on such date determined in accordance with GAAP.

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on any asset or property of such Person or its Restricted Subsidiaries that constitutes Collateral.

  • Consolidated Debt means at any date the Debt of the Borrower and its Consolidated Subsidiaries, determined on a consolidated basis as of such date.

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.