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).

  • If the amount of Actual Closing Indebtedness as reflected on the final Closing Statement is less than the Estimated Closing Indebtedness, Buyer shall pay to the Seller Representative, for delivery to the Sellers, an aggregate amount equal to such shortfall.

  • 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.

  • 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.

  • 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.

  • 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).

  • The Statement shall become final and binding upon the parties on the date the parties hereto resolve in writing any differences they have with respect to any matter relating to Actual Net Working Capital, the Actual Closing Cash Balance and/or Actual Closing Indebtedness, to the extent properly included in the Notice of Disagreement, in accordance with this Section 1.6(a).

  • 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).

  • 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 Coronavirus Relief Funds (CRF) were allocated to states as a part of the CARES Act passed earlier this year.


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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Actual Closing Indebtedness means the aggregate Indebtedness as of immediately prior to the Closing as set out in the Final Statements as finally determined in accordance with Section 2.8.
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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 the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • 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 shall have the meaning set forth in Section 2.11(g).

  • 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 Subsidiary Guarantor, 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 agreement evidencing such acquisition, including, without limitation, all legal opinions and each other 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 shall have the meaning set forth in Section 2.8(b).

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

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

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • 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, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • 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(b).

  • 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).