Closing Net Debt Sample Clauses

Closing Net Debt. (a) If the Benchmark Net Debt is greater than the Closing Net Debt, Purchaser shall pay to Sellers, in NOK and subject to Sections 3.4.1.2 and 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by Sellers in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Benchmark Net Debt and the Closing Net Debt.
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Closing Net Debt. (a) Three days prior to the Closing Date, the Company shall deliver to Parent:
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Closing Net Debt. It means the net debt at the date of Completion as per the Completion Balance Sheet, including the items consistent with the Balance Sheet Items for the Completion Price Adjustment in Part E of this schedule: - Bank debt, short term and long term; plus - Short term and long term lease finance creditors, minus - Deferred expenses (interest) on leases; plus - Short term and long term debt with Group Companies; plus - Short term and long term debt with fixed assets suppliers; plus - Short term and long term debt in connection with acquisitions of companies; minus - Restricted cash on acquisitions (under "Fixed-term deposits"); minus - Other restricted cash on acquisitions (under "Short-term guarantee deposits"); plus - Provisions for retirement benefits; minus - Cash and banks (excluding restricted cash previously considered); minus NET DEBT ADJUSTMENT (NDA) It means the amount by which Closing Net Debt is greater than Opening Net Debt (in which case such amount shall be expressed as a positive amount) or by which Closing Net Debt is lower than Opening Net Debt (in which case such amount shall be expressed as a negative amount). OPENING WORKING CAPITAL (NET OF PROVISIONS) It means Euro sixteen thousand three hundred and ninety two (16,392) thousand, being the working capital at 30 June 2004 as per the Reference Balance Sheet, including the Items detailed in the Balance Sheet Items for the Completion Price Adjustment in Part E of this schedule: - Inventories ("Stocks"); plus - Debtors; plus - Prepayments; minus - Trade creditors; minus - Other short-term creditors (excluding deferred tax and all the other items previously included as part of the net debt)
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Related to Closing Net Debt

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Minimum Consolidated Adjusted EBITDA The Borrower will maintain, as of the last day of each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2003, a minimum Consolidated Adjusted EBITDA of no less than (i) $0 for the Fiscal Quarter ending June 30, 2003, (ii) $1,000,000 for the Fiscal Quarter ending September 30, 2003 and (iii) $2,500,000 for each Fiscal Quarter thereafter.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Working Capital Adjustment The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (as hereinafter defined) is less than $150,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, less: (i) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $125,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount and the Final Adjusted Working Capital Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Maximum Consolidated Capital Expenditures Holdings shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate amount for Holdings and its Subsidiaries in excess of $125,000,000; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than $62,500,000), of such amount for the immediately preceding Fiscal Year (with the above scheduled amount for any Fiscal Year being used prior to any amount carried over from the preceding Fiscal Year) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year; provided, further, so long as no Default shall have occurred and being continuing or would result therefrom, Holdings and its Subsidiaries may also make Consolidated Capital Expenditures in an amount not to exceed the Cumulative Growth Amount immediately prior to the making of such Consolidated Capital Expenditures (but the amount of Consolidated Capital Expenditures made from the Cumulative Growth Amount in any Fiscal Year shall not exceed 50% of the above scheduled amount of Consolidated Capital Expenditures that would have otherwise been permitted to made in such Fiscal Year pursuant to this Section 6.7(c)); and provided, further that for each Permitted Acquisition consummated in any Fiscal Year and, if consummated, the SDI Acquisition in the Fiscal Year ending December 31, 2011, the maximum amounts set forth above for such Fiscal Year and for every Fiscal Year thereafter shall be increased by an amount equal to 110% of the quotient obtained by dividing (A) the amount of Consolidated Capital Expenditures made by the acquired Person or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition or SDI Acquisition as determined by the financial statements for such acquired Person or business by (B) three (3).

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

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