Actual Net Indebtedness definition

Actual Net Indebtedness has the meaning set forth in Section 3.3(g)(iv).
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Actual Net Indebtedness means the Net Indebtedness as finally determined in accordance with this Section 3.3(g)(iv).
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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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Examples of Actual Net Indebtedness in a sentence

  • The European Communities' benchmark is based on a variety of different sources, including a particularly relevant benchmark detailed by Ms. Regina Dieu, legal counsel for Airbus in industrial procurement, and articles authored by IP law experts on the general practice of for-profit companies.

  • The communities sued the Company and the Bengkayang Regency in District Court in 2014, objecting to the oil palm plantation and demanding revocation of licenses, return of their customary property, and compensation for damages suffered.

  • 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.

  • Service Provider may forward the Applicant’s data and CV to other Employers, and may process this data in their own data base for the purposes of sending future Job offers only if the Applicant has expressly consented thereto.

  • If the Sellers' Report is not delivered within such period, then the draft Completion Accounts and Statements shall constitute the final Completion Accounts and Statements for the purposes of this agreement and the Actual Working Capital and the Actual Net Indebtedness shall be as set out in those Statements.

  • 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.

  • Traw, “Copy protection for DVD video,” Proceedingsof the IEEE 87, pp.

  • If Estimated Net Indebtedness or Actual Net Indebtedness or Estimated Shareholder Debt or Actual Shareholder Debt show amounts being owed to the Companies these will be negative numbers in clauses 5, 6 and 8 (and appear in the Estimated Working Capital Statement or Working Capital Statement as positive numbers).

  • 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.

  • If the Sellers' Agent delivers the Sellers' Report within such period, the draft Completion Accounts and Statements, incorporating any agreed adjustments as may be agreed between the parties or determined by the chartered accountant nominated in accordance with paragraph 2.4 of this part A shall constitute the final Completion Accounts and Statements for the purposes of this agreement and the Actual Working Capital and the Actual Net Indebtedness shall be as set out in those Statements.


More Definitions of Actual Net Indebtedness

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.
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Actual Net Indebtedness the amount by which Indebtedness exceeds Cash as shown in the Completion Accounts;
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Actual Net Indebtedness means the Net Indebtedness calculated in accordance with the Completion Accounts;
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Related to Actual Net Indebtedness

  • Net Indebtedness means, at any particular time, Total Indebtedness at such time less the Cash at such time.

  • Consolidated Total Net Indebtedness means, on any date, the excess of (i) Consolidated Total Indebtedness over (ii) the lesser of (x) $500,000,000 and (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.

  • Consolidated Net Indebtedness means, on any date, the difference of (a) Consolidated Total Indebtedness as of such date, minus (b) the aggregate amount of all Unrestricted Cash.

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

  • 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.

  • 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:

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Consolidated Funded Indebtedness means, as of any date of determination with respect to the MLP and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by the MLP or a Subsidiary (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the MLP or such Subsidiary or is limited in recourse; (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Secured Indebtedness Leverage Ratio means, with respect to any Person at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date. In the event that the Company or any of the Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Company may elect, pursuant to an Officer’s Certificate delivered to the Trustee, that all or any portion of the commitment under any Secured Indebtedness as being Incurred at the time such commitment is entered into and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be the creation or Incurrence of a Lien at such subsequent time. For purposes of making the computation referred to above, Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of the Restricted Subsidiaries has either determined to make or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate, to reflect (1) net operating expense reductions and other net operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 5 to the “Summary historical and pro forma combined financial data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Consolidated Total Indebtedness means at any time the sum, without duplication, of (a) the aggregate Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis as of such time in accordance with GAAP, (b) the aggregate amount of Indebtedness of the Company and its Subsidiaries relating to the maximum drawing amount of all letters of credit outstanding and bankers acceptances and (c) Indebtedness of the type referred to in clauses (a) or (b) hereof of another Person guaranteed by the Company or any of its Subsidiaries.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Total Indebtedness means, at any time, the sum of the aggregate principal amount (including capitalized interest) of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis (including the Loans and purchase money obligations); provided that Total Indebtedness shall not include:

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

  • Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.