Final Assumed Indebtedness definition

Final Assumed Indebtedness means the definitive Assumed Indebtedness, respectively, agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with the terms of Section 2.3(d) or the definitive Closing Date Financial Data resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(e) (in addition to those items theretofore agreed to by Seller and Purchaser).

Final Assumed Indebtedness has the meaning set forth in Section 2.3(a).

Final Assumed Indebtedness means the Assumed Indebtedness, in each case as finally agreed or determined in accordance with Section 2.3

Examples of Final Assumed Indebtedness in a sentence

• The parties hereto acknowledge and agree that in no event shall the Wickliffe IRBs be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness or Final Assumed Indebtedness.

• A tenderer that is proven to have been involved in any of these practices shall be automatically disqualified and would not be awarded a contract.

• This report is issued and distributed in Europe (except Switzerland) by Credit Suisse Securities (Europe) Limited, One Cabot Square, London E14 4QJ, England, wh ich is regulated in the United Kingdom by The Financial Services Authority (“FSA”).

• The Estimated Purchase Price shall be recalculated in accordance with the Balance Sheet Rules using the Final Total Working Capital Overage/Underage, each of the Final Total Closing Adjustment Items, the Final Assumed Indebtedness and the Final Accrued Expenses Payable to RSA and Related Parties (such recalculated amount, the “Final Purchase Price”).

• Survivorco and Seller shall cause the Arbitration Firm as soon as practicable thereafter to determine the Final Working Capital, the Final Assumed Indebtedness and/or the Final Closing Cash having regard to the terms of this Agreement and the presentations of the parties.

More Definitions of Final Assumed Indebtedness

Final Assumed Indebtedness means the Assumed Indebtedness, in each case as finally agreed or determined in accordance with Section 3.4(b). Upon the determination of the Final Working Capital and the Final Assumed Indebtedness pursuant to Section 3.4(b), the Estimated Merger Consideration shall be recalculated utilizing the Final Working Capital in lieu of the Working Capital Estimate and the Final Assumed Indebtedness in lieu of the Estimated Assumed Indebtedness Amount (the Estimated Merger Consideration as so recalculated, the “Final Merger Consideration”). If (and only if) the Final Merger Consideration exceeds the Estimated Merger Consideration, Parent shall promptly (but in any event within five Business Days following the Determination Date) deliver to the Stockholder Representative (for distribution to the Common Holders as additional Share Consideration and Common Stock Equivalent Consideration, after taking into account the changes to the Per Share Price resulting from such distribution and any Share Consideration and Common Stock Equivalent Consideration previously received by such Common Holders), the amount by which the Final Merger Consideration exceeds the Estimated Merger Consideration by wire transfer of immediately available funds to an account or accounts designated by the Stockholder Representative in writing. If (and only if) the Estimated Merger Consideration exceeds the Final Merger Consideration, then the Stockholder Representative and Parent shall instruct the Escrow Agent to promptly (but in any event within five Business Days following the Determination Date) deliver from the Escrow Account to Parent the amount by which the Estimated Merger Consideration exceeds the Final Merger Consideration by wire transfer of immediately available funds to one or more accounts designated by Parent in writing. All payments made pursuant to this Section 3.4(c) shall be treated by all parties for tax purposes as adjustments to the purchase price. Upon payment of the amounts provided in this Section 3.4(c), none of the parties hereto may make or assert any claim under this Section 3.4.

Final Assumed Indebtedness is defined in Section 3.4(c). Table of Contents

Final Assumed Indebtedness means the amount calculated and determined in accordance with Section 2.06(c)(ii) or Section 2.06(c)(iii).

Final Assumed Indebtedness means the aggregate Assumed Indebtedness for both Companies as reflected on the Final Closing Statement. “Final Unpaid Items” shall mean the aggregate Unpaid Items for both Companies as reflected on the Final Closing Statement.

Final Assumed Indebtedness. Section 1.7(h) “Final Closing Statement” Section 1.7(h) “Final Interim Financial Statements” Section 3.14(a)

Final Assumed Indebtedness means the Assumed Indebtedness, and “Final Accrued Expenses Payable to RSA and Related Parties” means the Accrued Expenses Payable to RSA and Related Parties, in each case as finally agreed or determined in accordance with Section 2.3

Final Assumed Indebtedness means the Assumed