Closing Funded Debt definition

Closing Funded Debt means an amount equal to the sum of the aggregate Funded Debt of the Target Entities and any Seller Entities (to the extent such Funded Debt is an Assumed Liability), in each case as of immediately prior to Closing.

Closing Funded Debt means an amount equal to the sum of the Funded Debt of the Purchased Companies (and Subsidiaries thereof) as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date.

Closing Funded Debt means the aggregate amount of Funded Debt as of immediately prior to the Effective Time. “Closing Statement” shall have the meaning set forth in Section 2.11(b).

Examples of Closing Funded Debt in a sentence

• In no event shall the aggregate liability of the Sellers with respect to all of Purchaser’s claims for indemnification under this Section 9.3 (other than those based upon breaches of Sections 3.1, 3.2, 3.3 or 3.13, Article 6 or claims based upon fraud) exceed, in the aggregate, Five Million Dollars ($5,000,000.00); provided, that Seller’s failure to satisfy any or all of the Closing Funded Debt shall not be credited toward such maximum indemnification nor be subject to any maximum indemnification limit.

• The Escrow Agent shall retain the Escrow Amount for distribution in accordance with the terms of this Agreement, and shall immediately pay off the Closing Funded Debt with the remaining amount of the deposit.

• The Parties agree that Sellers are solely responsible for satisfying the Closing Funded Debt and Purchaser shall not assume any portion of the Closing Funded Debt.

• In no event shall the aggregate liability of the Sellers with respect to all ofPurchaser’s claims for indemnification under this Section 9.3 (other than those based upon breaches of Sections 3.1, 3.2, 3.3 or 3.13, Article 6 or claims based upon fraud) exceed, in the aggregate, Five Million Dollars ($5,000,000.00); provided, that Seller’s failure to satisfy any or all of the Closing Funded Debt shall not be credited toward such maximum indemnification nor be subject to any maximum indemnification limit.

• The Parties agree that Sellers are solely responsible forsatisfying the Closing Funded Debt and Purchaser shall not assume any portion of the Closing Funded Debt.

More Definitions of Closing Funded Debt

Closing Funded Debt means an amount equal to the Funded Debt of the Purchased Companies and the Subsidiaries of the Purchased Companies as of the close of business on the Closing Date.

Closing Funded Debt means (i) the aggregate amount of Funded Debt of the Xxxxxxxx Companies outstanding as of the Closing Date, plus (ii) the other long term liabilities (other than retiree health and retiree life insurance and unfunded death benefits) outstanding as of the Closing Date, plus (iii) the Purchase Price as defined and set forth in the Warrant Repurchase Agreement.

Closing Funded Debt means an amount equal to the sum of (a) the Funded Debt of the Purchased Entities plus (b) an amount equal to the Funded Debt of the Purchased Consolidated Ventures multiplied by the percentage of the outstanding equity interest in such Purchased Consolidated Ventures represented by the Purchased Venture Interests in such Purchased Consolidated Ventures, in each case, as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date.

Closing Funded Debt means, without duplication, an amount equal to the sum of (a) the Funded Debt of the Purchased Entities and their wholly- owned Subsidiaries as of 12:01 a.m. (Pacific Time) on the Closing Date plus (b) an amount equal to the sum of the products of the Funded Debt of each of the Joint Ventures (and their Subsidiaries) as of 12:01 a.m. (Pacific Time) on the Closing Date multiplied by the Sharing Ratio of such Joint Venture. For avoidance of doubt, in no event shall the Closing Funded Debt include any portion of the Funded Debt of the Close-Out Joint Ventures (or their Subsidiaries).

Closing Funded Debt means (i) the aggregate amount of Funded Debt of the Schaefer Companies outstanding as of the Closing Date, plus(ii) the other long term liabilities (other than retiree health and retiree life insurance and unfunded death benefits) outstanding as of the Closing Date, plus(iii) the Purchase Price as defined and set forth in the Warrant Repurchase Agreement.

Closing Funded Debt means (i) the aggregate amount of Funded Debt of the Schaefer Companies outstanding as of the Closing Date, plus

Closing Funded Debt means an amount equal to the sum of (a) the Funded Debt of the Purchased Entitiesplus (b) an amount equal to the Funded Debt of the