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: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the
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: Example 1 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% Example 2 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 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. (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
Debt Adjustment. The Parties acknowledge that the Merger Consideration calculation assumes that on or prior to the Closing, the Shareholders shall have paid or cause to be paid (i) all outstanding Indebtedness (including Bank Debt) of the Company and its Subsidiaries, including all accrued and unpaid interest thereon and all fees and expenses (the "Prepayment Expenses"), if any, incurred by the Company and its Subsidiaries in connection with the termination thereof, (ii) all Transaction Expenses and (iii) all Change in Control Payments; provided, however, that Xxxxxxx and Xxxxxxxx Xxxxxx may at his or her option elect to receive these payments in installments according to the payment schedule set forth in the applicable employment agreement giving rise to such obligations. To the extent that such Indebtedness and Prepayment Expenses have not been paid on or before Closing, the Merger Consideration shall be reduced by the amount required to pay such Indebtedness and Prepayment Expenses in full and such Indebtedness shall be paid by Parent for the Company at Closing. To the extent the Transaction Expenses have not been paid on or before Closing by the Shareholders, the Merger Consideration shall be reduced by the amount required to satisfy such obligations, and the Transaction Expenses shall be paid by Parent for the Company at Closing. To the extent the Change in Control Payments have not been paid on or before Closing by the Shareholders, the Merger Consideration shall be reduced by the amount required to satisfy such obligations, and the Change in Control Payment shall be paid by Parent for the Company at Closing. The sum of the foregoing three adjustments shall collectively be referred to herein as the "Debt Adjustment."
Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Seller's Closing Consolidating Balance Sheet (the "Closing Debt Amount"). The Seller's Debt shall mean all of the Seller's liabilities, contingent or otherwise, except Adjusted Current Liabilities, in accordance
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 and interest and prepayment premiums) as of the Closing and (ii) 75.018 percent of the sum of (A) the amount of outstanding indebtedness of the Partnership for borrowed money (including capitalized lease obligations and interest and prepayment premiums) as of the Closing and (B) the amount of accrued and unpaid management fees owed by the Partnership 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. International Company and Domestic Company will use their commercially reasonable best efforts to cause, prior to the Distribution Date, International Company to be substituted for Domestic Company, and Domestic Company to be released from all Liability under the Indenture dated as of November 1, 1993 between Domestic Company and The Chase Manhattan Bank, as Trustee (successor to Chemical Bank), as amended (the "Indenture"). If International Company and Domestic Company have not obtained a complete release of Domestic Company from its obligations under the Indenture prior to the Distribution Date, International Company will, at Domestic Company's election, provide an indemnity or guaranty to Domestic Company with respect to any remaining obligations of the Domestic Company under the Indenture. If International Company has assumed by supplemental indenture the repayment obligation with respect to the outstanding 10 3% Senior Notes due November 1, 2003, and, if necessary, the other obligations contained in the Indenture, as amended, then, Domestic Company shall deliver a note to International Company in the amount of $6,443,000 (the "Note"). Assuming the Distribution occurs before May 1, 1998, the Note will be repayable in 12 payments made semi-annually as follows: the first payment will be equal to the sum of $175,000 and accrued interest due on the Notes issued pursuant to the Indentures (the "Senior Notes") from the Distribution Date to the date of the next payment due on the Senior Notes. Thereafter, on each payment date (other than the 12th), Domestic Company will pay International Company $525,000. There will be a balloon payment due of $4,868,000 on the 12th payment date. The Note will be secured by a first mortgage on three of OMI Petrolink Corp.'s work boats and any proceeds (net of costs of the transaction and estimated tax) from the sale thereof. Additionally, if the Domestic Company completes a debt (excluding bank borrowings) or equity offering, the proceeds from such offering (net of transaction costs) shall be used to repay the Note in full along with (i) accrued interest due on the Senior Notes to the date of prepayment and (ii) an amount equal to $6,827,000 minus the principal repaid as part of the semi-annual payments on the Note ($175,000). The definitive documentation relating to the agreements set forth in this Section 5.10 shall be on commercially reasonable terms.
Debt Adjustment. 6 2.5 Options.........................................................................................6 2.6 Escrow..........................................................................................7 2.7
