Indebtedness Statement definition

Indebtedness Statement shall have the meaning set forth in Section 6.9(a).
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Indebtedness Statement is defined in Section 3.9(b).
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Indebtedness Statement has the meaning set forth in Section 2(h).
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Examples of Indebtedness Statement in a sentence

  • In connection therewith, following receipt of the Revised Indebtedness Statement, the Stockholder Representative shall be afforded full access to the books, records and work papers of Company and Surviving Corporation to enable the Stockholders Representative to review the preparation of the Revised Indebtedness Statement.

  • At the Effective Time, Parent shall, on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Closing Date Indebtedness Statement (as defined in Section 4.11), the aggregate amount of the Indebtedness.

  • The Company shall have delivered to the Purchaser the Closing Date Indebtedness Statement in accordance with Section 3.2.

  • The Draft Working Capital / Indebtedness Statement will be prepared in good faith in accordance with the Balance Sheet Principles.

  • Copies of the Payoff Letters, delivered in accordance with Section 8.2(f) hereof, shall be attached to the Closing Date Indebtedness Statement.

  • Within ten business days of receipt of the Revised Indebtedness Statement, the Stockholder Representative shall notify Buyer in writing of any dispute of the items in the Revised Indebtedness Statement, setting out the amounts thereof in reasonable detail and the basis for such dispute.

  • The Seller shall have delivered to the Purchaser the Closing Date Indebtedness Statement in accordance with Section 3.2.

  • If the Closing Indebtedness, as set forth in the Indebtedness Statement, is greater than the Target Indebtedness Amount, Spinco shall pay to the Company the amount of such excess within two (2) Business Days of delivery of the Indebtedness Statement, by wire transfer of immediately available United States funds.

  • Copies of the Payoff Letters, delivered in accordance with Section 9.1(g) hereof, shall be attached to the Closing Date Indebtedness Statement.

  • The Closing Date Balance Sheet, the Closing Date Indebtedness Statement, the Closing Date Working Capital Statement and the Closing Date Cash Statement (together, the “Closing Statement”) shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements, shall be fair and accurate.


More Definitions of Indebtedness Statement

Indebtedness Statement has the meaning given to it in Section 1.2(b)(ii).
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Indebtedness Statement means the indebtedness statement to be prepared by the Sellers in accordance with Clause 5.3.5 setting out the amount of indebtedness which will be outstanding on the Closing Date by members of the Sellers’ Groups to the Companies and vice versa.
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Indebtedness Statement a statement in the agreed form as to the amount of the Company's Borrowings and cash balances that have been taken into account in calculating the consideration payable under clause 3.1
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Indebtedness Statement means, in relation to each Company and the relevant Business, the statement to be prepared in accordance with Clause 7.1;
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Related to Indebtedness Statement

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Indebtedness means Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect to the Closing).

  • 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.

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

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

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • Payoff statement means a written statement furnished by the mortgage servicer which sets forth all of the following:

  • Funds Flow Statement means a funds flow statement in agreed form.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Net Debt is calculated by adding short-term and long-term debt and subtracting cash and liquid assets.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Company Indebtedness means all Indebtedness of the Acquired Company and the Acquired Subsidiaries, including (with respect to calculations at or as of the Closing Date) the amount of any prepayment penalty or premium for redemption or repayment thereof on the Closing Date, all calculated in accordance with the Accounting Principles.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Seller Financial Statements has the meaning set forth in Section 3.5(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Payment Statement As defined in Section 6.01 hereof.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group: