Closing Date Indebtedness. As of the Closing Date, if all Investments of the Loan Parties and their respective Subsidiaries existing as of the Closing Date were made on the Closing Date, all such Investments would be permitted to be made under Section 7.02.
Closing Date Indebtedness. On or prior to the Closing Date, Parent shall provide to Holdings and C&A Products a schedule listing total Indebtedness of the Bison Subsidiaries (after giving effect to the Restructuring and excluding intercompany accounts that have been settled prior to Closing), separated into the categories "a" through "g" contained in the definition of Indebtedness, as of the Closing Date.
Closing Date Indebtedness. As of the Closing Date upon giving effect to the Transactions, the Borrower and its Subsidiaries shall have no Debt other than (i) pursuant to this Agreement and the SpinCo Financing or (ii) as contemplated by the Separation Principles or the Agreed Registration Statement as to any liabilities which do not constitute indebtedness for borrowed money.
Closing Date Indebtedness. On or prior to the Closing Date, Seller and WIMC shall pay or release, or cause to be paid or released on behalf of the Transferred Companies, all the Closing Date Funded Indebtedness.
Closing Date Indebtedness. (a) Prior to the Effective Time, Diageo and General Mills shall agree in good faith on, and cooperate to implement, a plax xxx the incurrence (and prepayment) by Pillsbury of new third-party indebtedness in an amount equal to (i) $5.142 billion less (ii) the amount of aggregate outstanding indebtedness of the Business Entities as of the Closing Date (other than intercompany indebtedness owing to Diageo or one or more Continuing Affiliates, all of which intercompany indebtedness will be repaid and/or contributed to capital pursuant to paragraph (b) of this Section 5.15 and Section 5.6(a)). Pillsbury shall not enter into any new debt facilities or otherwise incur any indebtedness pursuant to this Section 5.15(a) without General Mills' consent to the amount and terms thereof, which consent will nox xx unreasonably withheld.
Closing Date Indebtedness. If the final amount of the Closing Date Indebtedness, as determined pursuant to this Section 2.4, is greater than $0.00, then Sellers, jointly and severally, shall pay to Purchaser by wire transfer of immediately available funds an amount equal to the amount by which the amount of the final Closing Date Indebtedness exceeds $0.00.
Closing Date Indebtedness. “Closing Date Indebtedness” means the Indebtedness of the Company as of immediately prior to the Closing, determined in accordance with Korean Accounting Standards.
Closing Date Indebtedness. The Closing Date Indebtedness Schedule shall include entries for the total Indebtedness of the Company as of the Closing Date. As part of the Indebtedness Report, the Purchaser or its accountants shall verify the difference between the actual Indebtedness as of the Closing Date and $300,000 and recalculate the amount of any adjustment to be made to Cash Consideration pursuant to Section 2.9(b)(i).
(A) To the extent that the actual Cash Consideration owing to the Seller is greater than the estimated Cash Consideration paid to the Seller at the Closing, then the Purchaser shall pay, or shall arrange for the Company to pay, such difference to the Seller in cash by wire transfer of immediately available funds within ten (10) days of the determination of the actual Cash Consideration amount.
(B) To the extent that the actual Cash Consideration owing to the Seller is less than the estimated Cash Consideration paid to the Seller at the Closing, then at the Purchaser s sole option either the Seller shall pay such difference to the Purchaser in cash by wire transfer of immediately available funds within ten (10) days of the determination of the actual Cash Consideration amount or the Seller may exercise the same Right of Set-off prescribed by Section 6.3(e) hereof with respect to such difference in Cash Consideration owed to the Purchaser.
Closing Date Indebtedness. The Buyer shall have paid the Closing Date Indebtedness in accordance with Sections 2.2(b).
Closing Date Indebtedness. Indebtedness outstanding with respect to EFIH’s and EFIH Finance’s 9.75% Senior Secured Notes due October 15, 2019. Indebtedness outstanding with respect to EFIH and EFIH Finance’s 11.25%/12.25% Senior Toggle Notes due December 1, 2018. EFH Corp.’s 10.875% Senior Notes due November 1, 2017 are guaranteed on an unsecured basis by EFIH. EFH Corp.’s 11.25%/12.00% Senior Toggle Notes due November 1, 2017 are guaranteed on an unsecured basis by EFIH.
