Actual Indebtedness definition

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

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

Actual Indebtedness is defined in Section 2.3(b).

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 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.

• Sellers Agent may give a Notice of Disagreement only if (1) assuming all of Sellers Agent’s assertions therein were sustained, the Final Cash Payment would be higher than if Sellers Agent had not given such Notice of Disagreement to Buyer and (2) such Notice of Disagreement states Sellers Agent’s determination of Actual Net Working Capital, Actual Cash, Actual Indebtedness, Actual Transaction Expenses and Actual Deferred Payroll Taxes.

• Indebtedness Error – The difference between the Calculated Energy Indebtedness (as per credit calculation) and the Actual Indebtedness using the Interim Information Run based actual value of the charges accrued.

• 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).

More Definitions of Actual Indebtedness

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

Actual Indebtedness has the meaning Section 3.9(c) specifies.

Actual Indebtedness. Section 1.8.1

Actual Indebtedness means the actual Indebtedness as at the Effective Time, as set out in the 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

Actual Indebtedness the actual Indebtedness owing by the Company (including to National Westminster Bank PLC) as at the Completion Date;

Actual Indebtedness means the aggregate Indebtedness of all Group