Final Indebtedness definition

Final Indebtedness has the meaning set forth in Section 3.2(b).

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Final Indebtedness means the Closing Indebtedness as finally determined pursuant to Section 2.02.

Final Indebtedness shall have the meaning ascribed in Section 2.6(b).

Examples of Final Indebtedness in a sentence

• If the Seller does not provide Buyer with the Closing Indebtedness Protest Notice within the Protest Period, then the Closing Indebtedness Statement delivered by Buyer pursuant to Section 2.05(a) shall be final, conclusive and binding on the Parties as the Final Indebtedness.

• To the extent the aggregate Indebtedness disclosed in the Final Indebtedness Schedule is less than Three Hundred Thirty Thousand ($330,000), Buyer shall pay the Shareholders the amount of such difference less the Debt Decrease Amount, if any, within five (5) Business Days of the delivery of the Final Indebtedness Schedule.

• For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount.

• The “Purchase Price” means an amount equal to $135,000,000 (i) plus the amount, if any, by which the Final Net Working Capital exceeds the Target Working Capital, (ii) minus the amount, if any, by which the Final Net Working Capital is less than the Target Working Capital and (iii) minus the amount of Final Indebtedness.

• For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Indebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof.

More Definitions of Final Indebtedness

Final Indebtedness has the meaning set forth in Section 1.13(b).

Final Indebtedness is defined in Section 2.5(a).

Final Indebtedness means the Closing Indebtedness, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3 or (y) if such a Notice of Disagreement is so delivered, as agreed by Seller and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.

Final Indebtedness has the meaning ascribed to such term in Section 1.3(b)(iii)(A).

Final Indebtedness. Section 2.4(d)

Final Indebtedness means the Indebtedness as of the Closing (without giving effect to any payments made at Closing, except as contemplated by clause (c) of the definition of Tax Liability Amount), as finally determined under Section 2.3.

Final Indebtedness has the meaning set forth in Section 1.02(c).