Net Company Debt definition

Net Company Debt has the meaning set forth in Section 2.2(b).
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Net Company Debt means, at any particular date, (i)(x) Company Debt, plus (y)(1) Employee Stay Bonuses, (2) the total Buyout Cost payable upon exercise of the Early Buyout Options under the Equipment Leases if and to the extent not exercised on or prior to the Closing, (3) accrued branding fees, (4) accrued expenses and payables related to capital expenditures, (5) accrued Income Taxes of any member of the Company Group (other than Income Taxes of the Affiliated Group that a member of the Company Group is responsible for under applicable Law, pursuant to a contract terminated as provided in Section 9 of Annex I or otherwise), (6) accrued acquisition holdback, and (7) Short-Term LTCC Spending, minus (ii)(x) Intercompany Debt Accounts Receivable and (y) cash and cash equivalents (excluding (A) restricted cash to the extent set forth in Schedule 2.2(b) and (B) Veolia ES Grand Bahama Ltd.’s 50% interest in cash held in the Bahamas Joint Venture Company (the “Bahamas Cash”)), as calculated on a basis consistent with the Audited Balance Sheet, as of such particular date, in each case, of the Company Group as illustrated in Schedule 2.2(b), it being understood that Net Company Debt may be a negative number.
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Net Company Debt means the amount of the Company Debt, minus the amount of cash and cash equivalents in the accounts of the Company and Company Subsidiaries as of the Closing, in each case, determined as of 12:00 a.m., Eastern Time on the Closing Date (immediately prior to the Closing).
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Examples of Net Company Debt in a sentence

  • Nothing in this Section 9 of Annex I or in the Agreement shall prohibit any member of the Company Group from making any payments prior to the Closing Date pursuant to any Tax sharing, Tax indemnity or other agreements or arrangements relating to Tax matters to the extent such payments reduce the cash and cash equivalents for purposes of computing Net Company Debt, or suspend the effectiveness thereof.

  • Within 60 days after the Closing Date, the Purchasers shall prepare and deliver to the Sellers a balance sheet of the Company (the “Closing Statement”), setting forth the Net Working Capital and the Net Company Debt, in each case, as of the Closing Date.

  • At the Closing, the Company shall deliver to Parent (x) a revised Transaction Cost Statement and (y) a revised Net Company Debt Statement, in each case, updated through immediately prior to the Effective Time.

  • Two Business Days prior to the Closing Date, the Sellers shall cause to be prepared and delivered to the Purchasers a calculation of the estimated Net Working Capital (such estimate, the “Estimated Net Working Capital”) and estimated Net Company Debt (such estimate, the “Estimated Net Company Debt”), in each case as of the Closing Date.

  • No later than two (2) Business Days prior to the Closing, the Company shall deliver to Parent a statement itemizing (a) all Company Transaction Expenses accrued and/or invoiced as of such date, in reasonable detail and certified by a duly authorized officer of the Company (the “Transaction Cost Statement”) and (b) a statement setting forth the Net Company Debt as of such date (the “Net Company Debt Statement”).

  • Any Company Transaction Expenses (other than $200,000 of Company legal expenses contemplated to be discharged by Parent) or Company Debt not reflected on the Transaction Cost Statement or Net Company Debt Statement, respectively (collectively the “Excess Expenses, Costs and Debt”), shall be Losses indemnifiable pursuant to Article X.

  • At the Closing, Parent shall discharge in full (i) all Company Transaction Expenses, plus an additional two hundred thousand dollars ($200,000) of Company legal expenses and (ii) all Company Debt, as set forth on the Transaction Cost Statement and Net Company Debt Statement, respectively, in each case, that have not been fully discharged by the Company prior to the Effective Time.

  • In the event the Student fails to give written notice, or otherwise advise the University of the Student's circumstances, the University may treat an extended absence, e.g. a month or longer (other than periods covered by intercession, etc.) as a withdrawal from occupancy, and the University may proceed accordingly.

  • The Company shall deliver to Buyer a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Buyer set forth in this Section ‎8.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), (ii) sets forth the Estimated Net Company Debt and Adjustment Amount as of immediately prior to the Closing (the “Company Certificate”).

  • Any amounts in the Estimated Net Working Capital, Estimated Net Company Debt or the Closing Statement that are stated in Peruvian Nuevo Soles shall be converted into dollars at the official exchange rate as published by the “Superintendencia de Banca y Seguros – SBS” on, as applicable, (i) the day that is two Business Days prior to the Closing Date with respect to the Estimated Net Working Capital and Estimated Net Company Debt and (ii) on the Closing Date, with respect to the Closing Statement.


More Definitions of Net Company Debt

Net Company Debt means the amount of outstanding principal of, accrued and unpaid interest on, and any prepayment or similar fees that would be incurred by the immediate payment of, all indebtedness of the Company under the credit facilities listed on Schedule 2.2(b) of the Disclosure Schedule as existing as of the Closing Date (which amounts shall be set forth in a certificate of Sellers delivered to Buyer one business day prior to Closing), decreased by the amount of the Company's cash balances in all bank accounts and similar accounts as of the Closing Date. Such certificate of Sellers shall also confirm to Buyer that the Company has maintained its accounts payable and inventory through the Closing Date in the Ordinary Course of Business. At Buyer's request, at or prior to Closing Sellers shall cause the Company to provide Buyer with such information and documentation related thereto as Buyer shall reasonably request. The Parties acknowledge that the Company may increase the Net Company Debt prior to Closing to pay certain transaction expenses related to this Agreement, and Sellers acknowledge that they shall be obligated to cause the Company to maintain its accounts payable and inventory in the Ordinary Course of Business through the Closing. Buyer acknowledges that it shall cause the Company to repay the credit facilities of the Company listed on Schedule 2.2(b) promptly following the Closing.
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Net Company Debt means (1) the amount of Company Debt as of immediately prior to the Effective Time, including any prepayment penalty, as applicable, minus (2) the amount of cash and cash equivalents of the Company and its Affiliates as of immediately prior to the Effective Time.
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Net Company Debt means Company Debt less, to the extent a positive number, cash on the Company’s balance sheet.
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Net Company Debt means, without duplication, as of any date of determination, the aggregate amount (i) then outstanding Company Debt (excluding the undrawn amount of performance bonds and the undrawn amount of letters of credit, in each case entered into in the Ordinary Course of Business and supporting the performance of commercial obligations of the Company) minus (ii) cash, cash equivalents and short-term investments of the Company.
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Net Company Debt means the amount of outstanding principal of, accrued and unpaid interest on, and any prepayment or similar fees that would be incurred by the immediate payment of, all indebtedness of the Company under the credit facilities listed on Schedule 2.2(b) of the Disclosure Schedule as existing as of the Closing Date (which amounts shall be set forth in a certificate of Sellers delivered to Buyer one business day prior to Closing), decreased by the amount of the Company's cash balances in all bank accounts and similar accounts as of the Closing Date. Such certificate of Sellers shall also confirm to Buyer that the Company has maintained its accounts payable and inventory through the Closing Date in the Ordinary Course of Business. At Buyer's request, at or prior to Closing Sellers shall cause the Company to provide Buyer with such information and documentation related thereto as Buyer shall reasonably request.
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Related to Net Company Debt

  • Company Debt shall have the meaning set forth in Section 6.13.

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • 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).

  • Consolidated Scheduled Funded Debt Payments means, as of any date for the applicable period ending on such date with respect to the Borrower Parties on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness made during such period (including the implied principal component of payments made on Capitalized Leases during such period) as determined in accordance with GAAP.

  • 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.

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

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

  • Assumed Debt has the meaning set forth in Section 2.2.

  • Funded Debt means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

  • 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.

  • Unconsolidated Affiliate means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person.

  • Unconsolidated Affiliates means an Affiliate of the Parent Entity or any other member of the Consolidated Group whose financial statements are not required to be consolidated with the financial statements of the Parent Entity in accordance with GAAP.

  • Senior Funded Debt means all Funded Debt (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

  • Consolidated Total Funded Debt means, as of the date of determination, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • 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.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • Cure Amount has the meaning assigned to such term in Section 7.02(a).

  • Consolidated Funded Debt means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Total Funded Debt means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

  • Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.