Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts owing:
Debt Adjustment. If net indebtedness of the Enterprise is not $500 million immediately prior to or simultaneously with the consummation of the IPO Transaction, then the Percentage shall be adjusted in accordance with the following examples: If net indebtedness of the Enterprise is $500 million immediately prior to or simultaneously with consummation of the IPO Transaction, then the Percentage shall be 7.990% If net indebtedness of the Enterprise is $430 million immediately prior to or simultaneously with consummation of the IPO Transaction, then the Percentage shall be calculated as follows:
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilities, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:
Debt Adjustment. (i) If the Closing Date Debt (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Debt, then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and
(ii) if the Estimated Closing Date Debt exceeds the Closing Date Debt (as finally determined pursuant to Section 2.3), then the Purchase Price shall be increased on a dollar-for-dollar basis by a dollar amount equal to the amount of such deficit; provided, however, for the avoidance of doubt, that if the Closing Date Debt (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Debt, no adjustment to the Purchase Price shall be made by the parties pursuant to this Section 2.4(d).
Debt Adjustment. The Initial Purchase Price shall be decreased by an amount equal to the Debt Adjustment, if any. For purposes of determining the Debt Adjustment, not later than 150 days after the Closing Date, Purchaser shall prepare and deliver to the Shareholders the calculation of the Debt Adjustment, showing only the Total Liabilities, Cash and Cash Equivalents and Collected Accounts Receivable as of the Closing Date ("Debt Adjustment Calculation"). The parties hereto agree that the Company shall have expensed fully in the month ending October 31, 1996 (i) an amount equal to the aggregate of Wholesale Bad Debt (and the Company's accounts receivable as of October 31, 1996 and thereafter shall not reflect the accounts receivable to which such Wholesale Bad Debt relates), and (ii) the Audit Bid Amount. Within 20 days after the receipt by Shareholders of the Debt Adjustment Calculation, the Shareholder Agent shall notify Purchaser and the Company of any objections the Shareholders may have to the Debt Adjustment Calculations, and Purchaser and the Shareholder Agent will endeavor promptly to discuss and resolve such objections. In the absence of such objections within such 20 day period, or following resolution of them between Purchaser and the Shareholder Agent, the Shareholders shall be deemed to have approved the Debt Adjustment Calculation and agreed to all amounts set forth therein for purposes of the adjustments to be made pursuant to this Section 1.5, but subject to any rights of indemnification which Purchaser may have pursuant hereto with respect to the accuracy or completeness of the information on the basis of which the Debt Adjustment Calculations was prepared and any other rights Purchaser may have under this Agreement. If after the Debt Adjustment Date, there remain Disputed Debt Adjustment amounts, and Purchaser and the Shareholder Agent have not mutually agreed in writing to continue negotiating, such Disputed Debt Adjustment amounts shall be referred within 15 days to Ernst & Young or such other independent public accounting firm of national stature not used by any of the parties hereto or their respective Affiliates during the prior 2 years as is mutually satisfactory to Purchaser and the Shareholder Agent for resolution within 30 days of the submission to such firm. The determination of such firm with respect to the Disputed Debt Adjustment Amounts shall be conclusive and binding, subject however, to any rights of Purchaser hereunder with respect to the ...
Debt Adjustment. The Cash Consideration shall be decreased by the principal amount and accrued and unpaid interest and any other outstanding obligations of any indebtedness for borrowed money of the Companies, if any, as of the Adjustment Time, excluding, however, any Intercompany Payables and any amounts included in the calculation of Working Capital.
Debt Adjustment. The Purchase Price shall be decreased by the sum of (1) all obligations of the Partnership and the Subsidiaries for borrowed money (including all accrued and unpaid interest unless otherwise taken into account in Section 2.3(a)) under the Loan Documents and under any bonds, debentures, notes, indentures, mortgages, or similar instruments to which the Partnership or any of the Subsidiaries are a party or by which any of them are bound, (2) all capital lease obligations of the Partnership and the Subsidiaries and (3) any other non-current liabilities (other than deferred taxes, launch support payments and other items that do not reflect a cash obligation of the Partnership), each as calculated as of the Closing Date in accordance with GAAP.
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). Notwithstanding the foregoing, there shall be no reduction for up to $50,000 of such Debt that relates to capital expenditures made subsequent to July 31, 1997 (the "Capital Expenditure Allowance"). The Company's Debt shall mean all of the Company's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance with GAAP, plus $225,000. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing:
Debt Adjustment. The Base Price shall be decreased by (i) 100% of the outstanding indebtedness of the Company for borrowed money (including capitalized lease obligations, accrued and unpaid interest and prepayment premiums) as of the Closing and (ii) 24.982 percent of the amount of outstanding indebtedness of the Partnership for borrowed money (including capitalized lease obligations, accrued and unpaid interest and prepayment premiums) as of the Closing (such decrease in the Base Price being referred to herein as the "Debt Adjustment"); provided that prepayment premiums shall only be treated as indebtedness for purposes of the Debt Adjustment to the extent Purchaser pays same in connection with the payment at the Closing of indebtedness of the Company and/or the Partnership.
Debt Adjustment. 3.4.3. The Purchase Price shall be (i) decreased by the amount, if any, by which the Closing Debt exceeds the Estimated Debt; or (ii) increased by the amount, if any, by which the Closing Debt is less than the Estimated Debt. An illustrative example of this calculation is attached as Schedule 3.4.3.
