Final Funded Indebtedness definition

Final Funded Indebtedness has the meaning ascribed to such term in Section 1.2(c)(v).

Final Funded Indebtedness has the meaning set forth in Section 2(e)(v) below.

Final Funded Indebtedness shall be the Closing Date Funded Indebtedness as finally determined pursuant to Section 2.7.

Examples of Final Funded Indebtedness in a sentence

• 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.

• If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(8) below.

• If payments are required to be made pursuant to Section 1.2(c)(vii)(1),(3) or (5), if any, the Sellers’ Representative and the Purchaser shall instruct the Escrow Agent to make such payment from the Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Purchaser.

• If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital, Transaction Expenses and Funded Indebtedness as so agreed shall be the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and the Cash Amount of the Purchase Price shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii).

• Payments required to be made pursuant to Sections 1.2(c)(vii)(2),(4) and (6), if any, shall be made by the Purchaser within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Sellers’ Representative (for the benefit of the Sellers).

More Definitions of Final Funded Indebtedness

Final Funded Indebtedness is defined in Section 2.4(a).

Final Funded Indebtedness. “Final Cash” and “Final Company Transaction Expenses”, respectively. For the avoidance of doubt, the exclusion or inclusion of an item in the calculation of the Target Working Capital Amount shall have no bearing on whether such item shall also be excluded or included in the determination of the Final Working Capital Amount. During the review by the Independent Arbitrator, the Securityholder Representative and Parent shall each make available to the Independent Arbitrator such party’s current and former personnel and such information, books, records and work papers, as may be reasonably required by the Independent Arbitrator to fulfill its obligations under this Section 3.6(c); provided, however, that the independent accountants of the Securityholder Representative or Parent shall not be obligated to make any working papers available to the Independent Arbitrator unless and until the Independent Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Final Funded Indebtedness. “Final Cash,” “Final Company Transaction Expenses” and “Final Capital Expenditures,” respectively. During the review by the Independent Accountant, the Securityholder Representative and Parent shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 3.6(c); provided, however, that the independent accountants of the Securityholder Representative or Parent shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Final Funded Indebtedness means the Funded Indebtedness calculated based upon the Final Closing Balance Sheet.

Final Funded Indebtedness means (x) the Closing Funded Indebtedness as set forth in the Adjustment Report if Sellers’ Representative

Final Funded Indebtedness has the meaning set forth in Section 2.4(b)(vi)(C).

Final Funded Indebtedness. The final determination of the Pre-Closing Taxes pursuant to this Section 2.4 is the “Final Pre-Closing Taxes.”