Actual Indebtedness definition

Actual Indebtedness has the meaning set forth in Section 2.7(a).

Actual Indebtedness shall have the meaning set forth in Section 2.3(b).

Actual Indebtedness will have the meaning set forth in Section 1.4(b)(v).

Examples of Actual Indebtedness in a sentence

• Further, the calculation of any Losses subject to indemnification shall be calculated net of any amounts expressly included in the final determination of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses so as to avoid double-counting.

• If, pursuant to Section 2.6(a) above, there is a dispute as to the final determination of the Actual Cash Amount, the Actual Indebtedness Amount, the Actual Net Working Capital Amount or the Actual Capital Expenditures Amount, the Company and the Existing Stockholder shall promptly pay to the other, as appropriate, such amounts as are not in dispute, pending final determination of such dispute pursuant to Section 2.6(a).

• For the avoidance of doubt, any and all disputes with regard to the calculation of Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses shall first be determined in accordance with the provisions set forth in Section 2.7 prior to consideration of the terms of this Article VIII even if such disputes may also relate to or could be considered to be a claim for indemnification under this Article VIII.

• If the Actual Indebtedness Amount is greater than the Estimated Indebtedness Amount, the Stockholder will, within five (5) Business Days after the determination thereof, pay to the Company an amount equal to the Actual Indebtedness Amount minus the Estimated Indebtedness Amount.

• If the Actual Indebtedness Amount is less than the Estimated Indebtedness Amount, the Company will, within five (5) Business Days after the determination thereof, pay to the Stockholder an amount equal to the Estimated Indebtedness Amount minus the Actual Indebtedness Amount.

More Definitions of Actual Indebtedness

Actual Indebtedness has the meaning set forth in Section 3.3(c)(iv).

Actual Indebtedness. Section 1.8.1

Actual Indebtedness is defined in Section 2.4(a).

Actual Indebtedness means the Indebtedness as at the Effective Time, as set out in the Completion Accounts;

Actual Indebtedness and “Actual Net Working Capital” respectively, for all purposes herein.

Actual Indebtedness means Indebtedness set forth in the Final Closing Statement

Actual Indebtedness means all Indebtedness of the Company as of immediately prior to the Closing. “Actual Net Working Capital” means the Net Working Capital of the Company as of immediately prior to the Closing. “Actual Net Working Capital Deficit” means the positive amount by which the Target Net Working Capital exceeds the Actual Net Working Capital. “Actual Net Working Capital Surplus” means the positive amount by which the Actual Net Working Capital exceeds Target Net Working Capital. “Actual Sellers Transaction Expenses” means all Sellers Transaction Expenses that remain unpaid as of immediately prior to the Closing (but calculated assuming that the Closing has occurred such that any Sellers Transaction Expenses triggered by the Closing are included in Actual Sellers Transaction Expenses). “Affiliate” means, with respect to any Person, any other Person that directly, or through one or more intermediaries, Controls or is Controlled by or is under common Control with such first Person; provided, that references to an “Affiliate” or “Affiliates” of Seller (or prior to the Closing, the Company or its Subsidiaries) shall be deemed to refer only to Persons Controlled by Seller. “Aggregate Exercise Price Amount” means an amount equal to (a) the aggregate Other EMI Option Exercise Amount, plus (b) the aggregate Minor EMI Option Exercise Amount plus (c) the aggregate Unapproved Option Exercise Amount plus (d) the aggregate exercise price that would be attributable to the Substitute Unapproved Options, Minor ISOs, Substitute ISOs if these were exercised in full, plus (e) the aggregate exercise price of all Company Warrants, minus (h) an amount equal to the employer security contributions that would be payable by the Company or any of its