Indebtedness Adjustment Amount definition

Indebtedness Adjustment Amount has the meaning set forth in Section 2.4(c).

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Indebtedness Adjustment Amount means (a) the amount equal to the Target Indebtedness less (b) the Indebtedness of the Sale Entities, as of the Closing.

Indebtedness Adjustment Amount means the amount (as of the Closing and as calculated based upon the Closing Balance Sheet) of the current and long-term portions of Sellers’ obligations (including principal and interest) under the Assumed Capital Leases.

Examples of Indebtedness Adjustment Amount in a sentence

• In consideration for the Shares, at the Closing, Purchaser shall deliver to the Seller, in cash, an aggregate amount equal to (a) $3,100,000,000 (subject to adjustment pursuant to Section 6.12(c)(ii)) (the “Base Purchase Price”), plus (b) the difference of (i) the Closing Working Capital Adjustment Amount, minus (ii) the Net Indebtedness Adjustment Amount (which difference, determined pursuant to this clause (b), may be positive or negative).

• In consideration for the Shares and Specified Jurisdiction Mamba Assets and Liabilities, at the Closing, Purchaser shall deliver to Parent (or Parent’s designee(s)), in cash, an aggregate amount equal to (a) $2,731,500,000, plus (b) the difference of (i) the Closing Working Capital Adjustment Amount, minus (ii) the Net Indebtedness Adjustment Amount (which difference, determined pursuant to this clause (b), may be positive or negative).

• In accordance with the terms and provisions of this Section 3.3, Seller shall pay to Buyer an amount, if any (the "Indebtedness Adjustment Amount"), equal to the amount by which the Indebtedness exceeds Estimated Indebtedness, together with interest thereon at the Prime Rate plus 2% per annum from the Closing Date until the date such payment is made.

• The Parties agree that the procedures set forth in this Section ‎2.9 for resolving disputes with respect to the Initial Closing Statements, the Closing Working Capital Amounts, the Closing Indebtedness Adjustment Amount, the Closing Cash and the other amounts required to be set forth in the Initial Closing Statements pursuant to Section ‎2.9(b) shall be the sole and exclusive method for resolving any such disputes.

• For greater certainty, the obligation of the Company to pay the Vested Payment Amount will be disregarded for the purposes of determining the Balance Sheet Adjustment Amount, the Third Party Expense Adjustment Amount, or the Indebtedness Adjustment Amount.

More Definitions of Indebtedness Adjustment Amount

Indebtedness Adjustment Amount which may be positive or negative, means the (A) Final Closing Indebtedness, minus (B) Estimated Indebtedness, each expressed as a negative number.

Indebtedness Adjustment Amount means (a) the amount equal to the Target Indebtedness less (b) the Indebtedness of the Sale Entities, as of the Closing. “Indemnified Party” has the meaning set forth in Section 10.2. “Indemnified Taxes” means, except to the extent taken into account in determining the Purchase Price as finally determined pursuant to Section 2.1, (a) any and all Taxes imposed on or with respect to any Sale Entity for any Pre-Closing Tax Period, (b) Taxes of any member of Seller’s Affiliated Group or any other Person (other than a Sale Entity) for which any Sale Entity becomes liable (i) pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law) as a result of such Sale Entity being included in a consolidated, affiliated, combined, unitary or similar group for Tax purposes prior to the Closing and (ii) as a transferee or successor, by Contract (other than commercial Contracts a principal purpose of which is not to govern the sharing of Taxes) or applicable Law (in each case of clause (ii), to the extent attributable to any event or transaction occurring before the Closing), and (c) any Transfer Taxes for which Seller is responsible pursuant to Section 5.3(a); provided, however, notwithstanding anything herein to the contrary, the term “Indemnified Taxes” shall not include (A) any Taxes to the extent that such Taxes were taken into account in the determination of the Purchase Price (as finally determined hereunder), (B) any Taxes becoming due as a result of any breach by Buyer or any of its Affiliates (including, for this purpose, any Sale Entity after the Closing) of its covenants

Indebtedness Adjustment Amount which may be positive or negative, shall mean (i) the Closing Indebtedness, as finally determined in accordance with this Section 2.12, minus (ii) the Estimated Indebtedness. The “Transaction Fees Adjustment Amount,” which may be positive or negative, shall mean (i) the Closing Transaction Fees, as finally determined in accordance with this Section 2.12, minus (ii) the Estimated Transaction Fees. The “Total Adjustment Amount,” which may be positive or negative, shall mean (i) the Working Capital Adjustment Amount plus (ii) the Cash Adjustment Amount minus (iii) the Indebtedness Adjustment Amount minus (iv) the Transaction Fees Adjustment Amount.

Indebtedness Adjustment Amount shall have the meaning set forth in Section 2.12(d).

Indebtedness Adjustment Amount has the meaning set forth in Section 2.3(a)(iv) (Closing Share Statement);

Indebtedness Adjustment Amount means the amount of the principal, accrued and unpaid interest on all outstanding Indebtedness of the Company or any of its Subsidiaries as of immediately prior to the Closing, including any fees, costs, penalties or premiums that would be associated with the full repayment and retirement of such Indebtedness following the Effective Time.

Indebtedness Adjustment Amount means a positive amount equal to the Closing Date Balance Sheet Indebtedness minus $2,000,000. The Indebtedness Adjustment Amount shall be deemed to be nil if the Closing Date Balance Sheet Indebtedness minus $2,000,000 is less than zero.