Closing Indebtedness definition

Closing Indebtedness means the Indebtedness of the Company immediately prior to the Closing. For the avoidance of doubt, Closing Indebtedness will be determined without giving effect to the transactions contemplated hereby.

Closing Indebtedness has the meaning set forth in Section 2.05(a).

Closing Indebtedness means the aggregate amount of Indebtedness of the Group Companies as of the Adjustment Time.

Examples of Closing Indebtedness in a sentence

• Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles.

• The Sellers and Purchaser agree that the Purchase Price will be adjusted as of the Effective Time to be reduced (i) by 73.1% of the amount of any Closing Indebtedness and (ii) dollar for dollar by the amount of Closing Expenses.

• In the event that Closing Date Indebtedness as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Indebtedness Amount, Buyer shall pay Seller an amount equal to the difference between the Closing Date Indebtedness and Estimated Closing Indebtedness Amount.

• The amount of the Loss (including a Tax) arising out of any item included as a liability in calculating Closing Working Capital or Closing Indebtedness, if any, shall be calculated net of the amount so included.

• The Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

More Definitions of Closing Indebtedness

Closing Indebtedness means the aggregate amount of all outstanding Indebtedness (including principal and accrued and unpaid interest) of the Company as of immediately prior to the Effective Time, including any penalties or premiums that would be associated with the full repayment and retirement of such Indebtedness (whether prior to or following the Effective Time).

Closing Indebtedness means the aggregate amount of Indebtedness of the Company as of the Closing, excluding (i) any Indebtedness under the Warehouse Lines of the Company, (ii) any Indebtedness of Parent, Purchaser or their respective Subsidiaries, (iii) the Indebtedness contemplated by the Debt Commitment Letter and (iv) any Indebtedness that is included in the calculation of Closing Net Working Capital.

Closing Indebtedness means all Indebtedness of the Company and the Subsidiaries to the extent outstanding as of the Closing.

Closing Indebtedness means the Indebtedness of the Company immediately prior to the Closing.

Closing Indebtedness means the Indebtedness determined as of immediately prior to the Closing.

Closing Indebtedness means the Indebtedness of the Group Companies as of 11:59 p.m. on the Closing Date, but without giving effect to the transaction contemplated hereby.

Closing Indebtedness means the Indebtedness as of the close of business on the Closing Date as shown on the Estimate Statement or the Closing Statement, as the case may be.