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, 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, 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. 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. (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” shall have the meaning set forth in Section 1.2(a).
Closing Date Indebtedness. In the event Parent elects to complete the Closing Date Indebtedness Payoff (as further described in Section 4.10) on the Closing Date, Parent shall repay the Closing Date Indebtedness as set forth on the Allocation Certificate; and
Closing Date Indebtedness. Parent intends to either (a) execute definitive loan documentation with Customers Bank (“Customers”) pursuant to which (i) Customers will, in accordance with the terms and conditions set forth in such definitive loan documentation, (A) provide a term loan in the principal amount of Six Million Dollars ($6,000,000.00) to Parent (or one of its Affiliates) and Company and (B) forgive (1) Nine Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars and Forty-One Cents ($933,333.41) of the balance owed by Company, and (2) all accrued interest, fees and unpaid expenses with respect to the Customers Bank Loan, and (ii) Parent will issue the Warrant to Customers, or (b) pay off the Closing Date Indebtedness pursuant to a payoff letter from Customers reflecting that (i) the Closing Date Indebtedness is equal to Six Million Dollars ($6,000,000.00) (the “Closing Date Indebtedness Payoff”) and (ii) all Liens of Customers will be released in full upon receipt of such amount.
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.
