Closing Net Debt definition

Closing Net Debt means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii) the Closing Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.

Closing Net Debt shall have the meaning as set forth in Section 2.2.

Closing Net Debt means the amount of Indebtedness of Cnova Brazil and its Subsidiaries, on a consolidated basis, less Cash and Cash Equivalents, in each case as of 12:01 a.m. (São Paulo time) on the Closing Date, calculated in accordance with the example calculation set forth in Exhibit A and the Applicable Accounting Principles.

Examples of Closing Net Debt in a sentence

• As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days after the Closing Date), Buyer shall deliver to Seller a statement (the “ Buyer Adjustment Report”) setting forth Buyer’s good-faith calculation of the Closing Net Debt Amount and the Closing Net Working Capital in reasonable detail.

• Closing Net Debt Amount as set forth in the Final Adjustment Report shall be deemed to be the “Final Net Debt Amount”.

• Within thirty (30) Business Days after the Closing Date, Via Varejo shall prepare and deliver to Cnova NV a statement substantially in the form of Exhibit D (the "Closing Statement") setting forth: (a) the calculation of Closing Net Debt, (b) the calculation of Closing Working Capital, (c) the calculation of the Closing Amount, (d) the calculation of the Adjustment Amount and (e) the calculation of the Post-Closing Adjustment.

• If Cnova NV fails to deliver the Statement of Objections on or before 5:00PM, São Paulo time, on the last day of the Review Period, the Closing Statement, and the resulting Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and Post-Closing Adjustment shall be deemed to have been accepted by Cnova NV and shall be deemed final and binding upon Cnova NV.

• The Closing Statement and the resulting calculations of Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and the Post-Closing Adjustment, in each case, as determined by the Auditor in accordance with this Section 2.4.3.3, shall be final and binding upon all Parties, absent manifest error, on the date the Auditor delivers its final determination in writing to Cnova NV and Via Varejo.

More Definitions of Closing Net Debt

Closing Net Debt means the aggregate amount of the Indebtedness of each of the members of the Company Group as of the Closing Date.

Closing Net Debt means the Net Debt set forth in the Final Closing Statement.

Closing Net Debt means the aggregate amount of the Indebtedness of each of the members of the Company Group as of the Closing Date, less (i) the sum of all cash, cash deposits and cash equivalents of each of the members of the Company Group on hand as of the Closing Date, and (ii) any amounts due and payable by the Purchaser to the Company (including pursuant to the Purchaser’s unsecured promissory issued to the Company on March 23, 2021).

Closing Net Debt shall have the meaning set forth in Section 2.8(b).

Closing Net Debt means an amount equal to the following (with each of the amounts set forth therein being calculated in accordance with GAAP as consistently applied by the Company and to the extent required to be reflected in financial statements in accordance with GAAP): (i) the aggregate amount of all Company Debt as of the close of business on the Closing Date, less (ii) the aggregate amount of all Company Cash as of the close of business on the Closing Date, in each case prepared without giving effect to the consummation of the Merger and the other transactions contemplated by this Agreement (unless otherwise specified herein). If (i) Company Debt is greater than Company Cash, Closing Net Debt shall be a positive number, (ii) Company Debt is less than Company Cash, Closing Net Debt shall be a negative number and (iii) Company Debt is equal to Company Cash, Closing Net Debt shall be zero.

Closing Net Debt means the actual net debt of the Group as of the Closing Date, calculated in the same manner as the Preliminary Net Debt;

Closing Net Debt means the Net Debt on the Effective Date calculated in accordance with the Net Debt calculation guidelines set forth in Schedule 7 and determined pursuant to §2.7(e) – (h);