Actual Closing Indebtedness definition

Actual Closing Indebtedness means the Closing Indebtedness as finally determined pursuant to Section 1.05(b)(i).
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Actual Closing Indebtedness has the meaning set forth in Section 2.3(b).
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Actual Closing Indebtedness means, without duplication, an amount equal to the sum of Actual Closing Indebtedness (Shred-it) and Actual Closing Indebtedness (Shred-it International).
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Examples of Actual Closing Indebtedness in a sentence

  • If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).

  • The determinations of the Settlement Accountants with respect to the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses, and adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration as a result thereof, shall be final, conclusive and binding and shall not be subject to further review, challenge or adjustment.

  • The determination of Net Working Capital, Final WC Adjustment Amount, Actual Closing Indebtedness, Actual Transaction Expenses and the True-Up Amount, together with a calculation of the Post-Closing Adjustment Amount that results from such report of the Final Arbiter, shall become final and binding on the Parties on the date the Final Arbiter delivers its final report to the Parties, absent fraud or manifest error.

  • If the Estimated Closing Indebtedness is less than the Actual Closing Indebtedness, then an amount equal to such difference shall be due to Parent and payable in accordance with, and subject to, Section 2.11(f)(v).

  • For greater certainty, any component of the Purchase Price resulting from Actual Closing Cash, Unpaid Transaction Expenses, Actual Closing Indebtedness and Actual Closing Working Capital shall be allocated between the Companies to the extent it would be so allocated if the Purchase Price were done separately for each Company, mutatis mutandis, and the Sellers shall take such steps as are reasonably practicable to make such determination.

  • To avoid doubt, any item included as a current liability in the Actual Closing Working Capital shall not also be included as Actual Closing Indebtedness to the extent of such inclusion.

  • If Representative does not submit the Representative’s Report within the 30-day period provided herein, then the calculation of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness, Actual Seller Transaction Expenses and the adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration set forth in the Parent’s Report shall become final, conclusive and binding on the parties and shall not be subject to further review, challenge or adjustment.

  • The final items reflected on the Statement (as revised in accordance with the prior sentence) which were accepted or deemed accepted between the parties consisting of Actual Working Capital, Actual Closing Indebtedness, Actual Seller Transaction Expenses and Actual Closing Cash shall be deemed the “Final Working Capital,” “Final Closing Indebtedness,” “Final Seller Transaction Expenses”, “Final Closing Cash,” and “Final Bonus Pool Taxes Amount” respectively.

  • If the amount of Actual Closing Indebtedness as reflected on the final Closing Statement is greater than the Estimated Closing Indebtedness, the Sellers shall pay to Buyer an amount equal to such excess, with each Seller being required to pay its Pro Rata Share of amounts owing pursuant to this Section 1.2(b)(iv)(A).

  • If Seller does not deliver an Objection Notice within such period of thirty (30) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses and Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).


More Definitions of Actual Closing Indebtedness

Actual Closing Indebtedness means the Closing Indebtedness set forth on the Conclusive Statement.
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Actual Closing Indebtedness is defined in Section 2.2(b).
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Actual Closing Indebtedness means the principal amount and accrued interest of any and all amounts outstanding under, and any and all fees, expenses, prepayment penalties (accrued up to the Closing Date or as a result of the consummation of the transactions contemplated hereby) and other amounts with respect to, Indebtedness (A) of Seller or Acorn assumed by Purchaser on the Closing Date and (B) of any Subsidiary, including without limitation the Congress Loan Facility.
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Related to Actual Closing Indebtedness

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Indebtedness means all Indebtedness of the Company as of the Effective Time.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Restricted Subsidiary, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other material agreement evidencing such acquisition, including, without limitation, all legal opinions and each other material document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Company Indebtedness means the Indebtedness of the Company.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less an amount equal to all Unrestricted Cash at such time.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).