Final Closing Net Indebtedness definition

Final Closing Net Indebtedness means: (a) the Indebtedness as of 11:59 PM Eastern time on the Business Day immediately prior to the Closing Date; less (b) the Company’s and the Subsidiaries’ aggregate Cash as of 11:59 PM Eastern time on the Business Day immediately prior to the Closing Date, as finally determined in accordance with Section 3.4.
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Final Closing Net Indebtedness means (i) Closing Net Indebtedness as shown in the Closing Statement delivered (or deemed to have been delivered) by the Buyer to the Sellers’ Representative pursuant to Section 2.4(b) if no Dispute Notice with respect thereto is timely delivered by the Sellers’ Representative to the Buyer pursuant to Section 2.4(c), or (ii) if a Dispute Notice is so delivered, (A) as agreed between the Buyer and the Sellers’ Representative pursuant to Section 2.4(d) or (B) in the absence of such agreement, as determined in the Independent Accountant’s report delivered pursuant to Section 2.4(d).
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Final Closing Net Indebtedness means (i) Estimated Closing Net Indebtedness as shown in the Estimated Statement if the Buyer does not timely deliver the Closing Statement to the Sellers’ Representative pursuant to Section 2.4(b), (ii) Closing Net Indebtedness as shown in the Closing Statement delivered by the Buyer to the Sellers’ Representative pursuant to Section 2.4(b), (A) if Closing Net Indebtedness is equal to Estimated Closing Net Indebtedness or (B) if no Dispute Notice with respect thereto is timely delivered by the Sellers’ Representative to the Buyer pursuant to Section 2.4(c), or (iii) if a Dispute Notice is so delivered, (A) as agreed between the Buyer and the Sellers’ Representative pursuant to Section 2.4(d) or (B) in the absence of such agreement, as determined in the Independent Accountant’s report delivered pursuant to Section 2.4(d).
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Examples of Final Closing Net Indebtedness in a sentence

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  • In the event the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively.

  • If the Final Closing Net Indebtedness exceeds the Estimated Closing Net Indebtedness, then the Purchase Price, as estimated pursuant to Section 2.8 (Estimated Working Capital), will be reduced by an amount equal to such excess.


More Definitions of Final Closing Net Indebtedness

Final Closing Net Indebtedness has the meaning set forth in Section 2.4(e).
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Final Closing Net Indebtedness means the Closing Net Indebtedness (a) as shown in Buyers' calculation delivered pursuant to Section 2.9(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.9(b), or (b) if such a notice of disagreement is delivered, (i) as agreed by Buyers and Sellers pursuant to Section 2.9(c) or (ii) in the absence of such agreement, as shown in the Independent Accounting Firm's calculation delivered pursuant to Section 2.9(c); provided, that in no event will Final Closing Net Indebtedness be more than Buyers' calculation of Closing Net Indebtedness delivered pursuant to Section 2.9(a) or less than Sellers' calculation of Closing Net Indebtedness delivered pursuant to Section 2.9(b).
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Related to Final Closing Net Indebtedness

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

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

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • 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.

  • 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).

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

  • Acquisition Indebtedness Indebtedness of (A) the Borrower or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of any assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Borrower or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation).

  • 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.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

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

  • Consolidated Net Indebtedness means, on any date, the difference of (a) Consolidated Total Indebtedness as of such date, minus (b) the aggregate amount of all Unrestricted Cash.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • 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.

  • Total Consolidated Indebtedness means, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries outstanding as of the date of determination.

  • 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 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 Total Net Indebtedness means at any time the excess, of (i) Consolidated Total Indebtedness at such time over (ii) the aggregate amount of unrestricted cash and Cash Equivalents of the Company and its Restricted Subsidiaries at such time held free and clear of all Liens other than Liens securing the Obligations (or that are subject to the Intercreditor Agreement and bankers’ liens and similar inchoate Liens.

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

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

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

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.