Closing Company Indebtedness definition

Closing Company Indebtedness means Company Indebtedness as of the Determination Time.

Closing Company Indebtedness has the meaning set forth in Section 1.7(a).

Closing Company Indebtedness means the Indebtedness of the Acquired Companies as of the Effective Time (disregarding any transactions involving the Acquired Companies effected by Purchaser on the Closing Date at or after the Closing and prior to the Effective Time).

Examples of Closing Company Indebtedness in a sentence

• If no Seller’s Objection is received by Buyer prior to expiration of the Review Period, the calculations of the Closing Net Working Capital, Closing Cash, the Closing Company Indebtedness or the Closing Company Transaction Expenses as set forth in the Post-Closing Statement delivered by Buyer shall be deemed to have been accepted by Sellers and become final and binding upon the Parties.

• The Closing Statement shall follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.

• Each of the Purchasers and the Principal Sellers shall promptly submit to each other and the Auditor in writing their respective proposal for resolution of the dispute regarding the Closing Net Working Capital and/or the Closing Company Indebtedness.

• The Post-Closing Statement shall follow the format of the Form of Closing Statement, and Buyer shall determine any item constituting the Closing Net Working Capital, the Closing Cash, Closing Company Indebtedness and Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards and the applicable defined terms set forth herein.

• For the avoidance of doubt, should the current employment contract between the Company and Xxxxxx Xxxxxxxx not be terminated within seven (7) days after the Closing Date, then an amount equal to Xxxxxx Xxxxxxxx’x base salary under such employment contract for a period of 30 days shall be included in Closing Company Indebtedness for purposes of the Proposed Closing Statement.

More Definitions of Closing Company Indebtedness

Closing Company Indebtedness means all Indebtedness of the Company and its Subsidiaries immediately prior to the Closing.

Closing Company Indebtedness shall have the meaning ascribed to such term in Section 2.07(a)(ii).

Closing Company Indebtedness has the meaning set forth in Section 1.4(c).

Closing Company Indebtedness means all Indebtedness of the Company and the Company Subsidiaries following the Distribution and immediately prior to the Closing (but excluding (i) any Indebtedness incurred by the Company or the Company Subsidiaries to enable Acquiror to satisfy its condition to the Closing set forth in Section 9.3(c), (ii) any Indebtedness of the Company or the Company Subsidiaries, which immediately prior to or at the time of the Closing, will automatically convert into shares of capital stock of the Company or the Company Subsidiaries, as applicable), (iii) any Indebtedness in respect of the principal and interest components of capitalized lease obligations under GAAP set forth on the Financial Statements as of the date of this Agreement and (iv) any other Indebtedness incurred by the Company or the Company Subsidiaries with Acquiror’s prior written approval).

Closing Company Indebtedness means Company Indebtedness immediately prior to Closing.

Closing Company Indebtedness means Company Indebtedness as of immediately prior to the Closing for those items of Indebtedness set forth in clauses (a) through (c) of the definition of “Indebtedness” and as of the Effective Time for all other items of Indebtedness.

Closing Company Indebtedness means the aggregate outstanding amount as of the Closing Date of the Company Indebtedness.