Actual Closing Indebtedness definition
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).
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 fees and disbursements of the CPA Firm shall be the responsibility of Purchaser if Actual Closing Indebtedness or Net Working Capital, as applicable, as reflected on the Adjusted Closing Statement (as hereinafter defined) is within $50,000 of Actual Closing Indebtedness or Net Working Capital, as applicable, as reflected on the Closing Statement; otherwise, such fees and disbursements shall be the responsibility of Seller and Acorn.
The Equityholder Representative (on behalf of the Shareholders) shall promptly pay to Parent the amount of such Taxes reflected on such Tax Returns at least five (5) Business Days prior to the filing due date for such Tax Return, except to the extent such Taxes are included in the calculation of Actual Closing Working Capital, Actual Closing Indebtedness or Actual Closing Transaction Expenses.
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.
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.
Notwithstanding anything in this Agreement to the contrary, there will be no duplication of Seller liability for Taxes, whether under the calculation of Actual Closing Indebtedness, Section 6.6(d), ARTICLE IX, or otherwise.
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.
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.