Actual Net Indebtedness definition

Actual Net Indebtedness means an amount equal to the Debt less Cash as at the Completion Date as shown in the Actual Net Indebtedness Statement (and, for the avoidance of doubt, Actual Net Indebtedness may be a positive or a negative amount); "Actual Net Indebtedness Statement" means the statement to be prepared in accordance with this schedule 9 and in accordance with the pro forma statement as set out in part E of this schedule 9; "Actual Working Capital" means accounts receivable plus inventory plus prepaid expenses less accounts payable and accrued expenses (including PAYE and VAT) as at the Completion Date and calculated in accordance with the principles set out in part B of this schedule 9 and as extracted from the Completion Accounts and shown in the Actual Working Capital Statement; "Actual Working Capital Statement" means the statement to be prepared in accordance with this schedule 9 and in accordance with the pro forma statement as set out in part D of this schedule 9; "Cash" means the cash book balances of the Company, being all cash as at the Completion Date (whether in hand, at the bank or in transit) as at that date together with any cheques or other payments made but not cleared and any deposit or sum received but not cleared less the sums payable under cheques or other payments drawn by the Company and not cashed (and, for the avoidance of doubt, Cash may be a positive or a negative amount) calculated in accordance with the principles set out in part B of this schedule 9 and as extracted from the Completion Accounts and shown in the Actual Net Indebtedness Statement; "Completion Accounts" means the completion accounts to be prepared in accordance with this schedule 9 and in accordance with the pro forma statement as set out in part C of this schedule 9; "Debt" means any indebtedness of the Company to third parties as at the Completion Date (other than trade creditors in the ordinary course of business) (as calculated as at the Completion Date) and any other indebtedness which is: (a) in the nature of borrowings and which shall include all bank borrowings including term loans and overdrafts; (b) a liability in relation to any finance lease or hire purchase agreement money raised pursuant to any debenture, bonds (including bank and insurance bonds), note or loan stock or similar instrument or preference shares or any amount raised by acceptance under any credit facility; and/or (c) comprised of any dividends declared but unpaid by the Company as at the Completion D...

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Actual Net Indebtedness the amount by which Indebtedness exceeds Cash as shown in the Completion Accounts;

Actual Net Indebtedness means the Net Indebtedness calculated in accordance with the Completion Accounts;

Examples of Actual Net Indebtedness in a sentence

• Sellers shall be entitled to the sum of (A) the amount of such increase and (B) the amount of the Adjustment Holdback, which sum shall be paid to Sellers within ten (10) business days after the final determination of the Actual Net Working Capital and/or Actual Net Indebtedness.

• In the event that the parties cannot agree upon the selection of the Working Capital Arbiter or Actual Net Indebtedness within such 10-business day period, each of Purchaser and Sellers’ Representative shall select one (1) reputable accounting firm and the two accounting firms shall jointly choose a reputable, independent accounting firm with whom neither Purchaser nor any Seller has any relationship which shall serve as the Working Capital Arbiter.

• The resolution of the dispute and the calculation of the Actual Working Capital or Actual Net Indebtedness shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter.

• No Purchaser Indemnified Party shall be entitled to indemnification for Losses pursuant to Section 9.1(a) in respect of any amount to the extent that such amount was included in the Actual Working Capital, the Actual Net Indebtedness or the Actual Acquisition Expenses and, in each case, actually reduced the Consideration otherwise payable by the Purchaser.

• The Preliminary Adjustment Statement, as modified by resolution of any disputes by the Purchaser and the Sellers or by the Accounting Firm, shall be deemed to be the "Final Adjustment Statement." The Actual Net Indebtedness Amount shall be computed by the Purchaser using the Actual Sellers Third Party Indebtedness and the Actual Closing Date Cash.

• If the Actual Net Indebtedness is less than the Estimated Net Indebtedness, then promptly (but in any event within three (3) Business Days after the date on which such amount is finally determined in accordance with this Section 2.8), the Purchaser shall pay or cause to be paid to the Seller an amount in cash equal to such excess, by wire transfer of immediately available funds to an account designated in writing by the Seller.

• No Seller Indemnified Party shall be entitled to indemnification for Losses pursuant to Section 9.1(b) in respect of any amount to the extent that such amount was included in the Actual Working Capital, the Actual Net Indebtedness or the Actual Acquisition Expenses and, in each case, actually increased the Consideration otherwise payable by the Purchaser.

• The Preliminary Adjustment Statement, as modified by resolution of any disputes by the Purchaser and the Sellers or by the Accounting Firm, shall be deemed to be the ‘‘Final Adjustment Statement.’’ The Actual Net Indebtedness Amount shall be computed by the Purchaser using the Actual Sellers Third Party Indebtedness and the Actual Closing Date Cash.

More Definitions of Actual Net Indebtedness

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

Actual Net Indebtedness means the Net Indebtedness of the Companies as at the Reference Date as finally determined in the Binding Adjustment Statement in accordance with Section 2.4.

Actual Net Indebtedness means the Net Indebtedness as finally determined in accordance with this Section 3.3(g)(iv).