Final Closing Debt Amount definition

Final Closing Debt Amount means the calculation of the Debt of the Company and the Company Subsidiaries as of the Effective Time as finally determined pursuant to Section 2.04, but excluding any Debt discharged by the Seller at or prior to the Closing.
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Final Closing Debt Amount. “Final Closing Cash” or “Final Transaction Expenses” as the case may be (collectively, the “Final Amounts”), for all purposes of this Agreement.
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Final Closing Debt Amount means the Proposed Closing Debt Amount as finally determined pursuant to Section 2.8(c) or (e), as the case may be; and (iv) the “Final Post-Closing Adjustment” shall mean an amount equal to (A) (x) the Final Closing Net Working Capital minus (y) the Estimated Net Working Capital, plus (B) (x) the Final Closing Cash Amount minus (y) the Estimated Cash Amount, minus (C) the Final Closing Debt Amount minus the Estimated Debt Amount.
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Examples of Final Closing Debt Amount in a sentence

  • The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

  • For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: “Adjustment Amount” means, without double counting, an amount, which may be a positive or negative number, equal to the sum of (a) theFinal Closing Working Capital minus the Estimated Closing Working Capital, (b) the Final Closing Debt Amount minus the Estimated Closing DebtAmount, and (c) the Final Transaction Expenses minus the Estimated Transaction Expenses.


More Definitions of Final Closing Debt Amount

Final Closing Debt Amount. Debt of the Acquired Companies as of the Effective Time as finally determined pursuant to Section 2.4.
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Final Closing Debt Amount means the amount marked `H' in column C of Part C of Schedule 9, being the amount resulting from the subtraction of the amount marked `G' in column B in such Part C from the amount of US$122,267,835 set out in column A in such Part C;
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Related to Final Closing Debt Amount

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

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

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing means the last closing under the Private Placement;

  • Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

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

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

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • 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).

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • 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 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).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • 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.

  • Original Closing Date means March 21, 2013.

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Second Closing has the meaning set forth in Section 2.2.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities under sections 264 and 265 of this regulation are no longer conducted at the facility unless subject to the provisions in § 262.34.