Indebtedness Amount definition
Indebtedness Amount means the aggregate amount of all unpaid Indebtedness of the Company immediately prior to Closing.
Indebtedness Amount means the amount of Indebtedness of the Company and the Subsidiaries as of the Closing Date, immediately following the Closing, as determined in accordance with GAAP and on a consolidated basis, assuming the first dollar is material.
Indebtedness Amount means the Indebtedness of the Company and its Subsidiaries as of the Closing.
Examples of Indebtedness Amount in a sentence
The Purchaser shall pay, or cause to be paid, on behalf of the Company and its Subsidiaries, as applicable, the Indebtedness of the Company or its Subsidiaries of the type set forth on Section 1.3(d) of the Disclosure Schedule (the “Payoff Indebtedness”) included in the Estimated Indebtedness Amount in accordance with the Closing Statement by wire transfer of immediately available funds to the account(s) as may be specified therein or by such other method of payment as may be specified therein.
More Definitions of Indebtedness Amount
Indebtedness Amount has the meaning provided such term in Exhibit A.
Indebtedness Amount means, without duplication, determined in accordance with the Accounting Principles, the Indebtedness of the Company and its Subsidiaries on a consolidated basis as of 11:59 p.m. on the day preceding the Closing Date, subject to Section 1.02(c).
Indebtedness Amount means the amount, as of the Closing, necessary to discharge fully all Indebtedness of the Conveyed Companies outstanding as of the Closing (other than Assumed Debt).
Indebtedness Amount means all Indebtedness as of immediately prior to the Closing.
Indebtedness Amount means Indebtedness of the Company as of immediately prior to the Effective Time determined in accordance with U.S. GAAP.
Indebtedness Amount means, without duplication and with respect to HoldCo and the Company on a consolidated basis, all of the following: (a) indebtedness for borrowed money or otherwise secured by debentures or similar instruments, or for the deferred or contingent purchase price of property or services, or classified as capital or finance leases, existing as of the Closing; (b) guarantees made by them on behalf of any third party in respect of obligations of the kind existing as of the Closing; (c) obligations for Taxes due by them for the period prior to the Closing; (d) obligations to vendors and suppliers for services and supplies provided until and on the Closing, or any other obligations classified as “accounts payable” existing as of the Closing, (e) the aggregate liability with respect to accrued but unpaid severance or termination payments or vacation or recuperation or other paid time off of any current or former employee, officer, director or independent contractor of them and unpaid contributions (whether mandatory or discretionary) in connection with retirement benefits; all of the foregoing until and existing as of the Closing, (f) , any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses, (g) all obligations, contingent or otherwise, as an account party or applicant in respect of letters of credit, bankers’ acceptances, payment obligations under interest rate swap, currency swap, forward currency or interest rate contracts or other interest rate or currency hedging arrangements, obligations secured, in whole or in part, by a Lien on any Company assets or property, whether or not the secured obligation is one that has been incurred by the Company, obligations to purchase, redeem, retire, defease or otherwise acquire for value any equity securities in the Company , (h) all deferred obligations for deferred or installment purchase price of any property or services, revenue and customer or client deposits, calculated in accordance with GAAP and all prepayment amounts, repayment charges, premiums, penalties, termination costs, breakage costs, unwind costs, fees, termination costs, redemption costs, expenses and other charges with respect to any of the amount or obligations set forth above, and (i) any Transaction Expenses.
Indebtedness Amount means the aggregate amount of the Indebtedness as of immediately prior to the Closing.