Closing Company Indebtedness definition

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).

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

Closing Company Indebtedness means the Company Indebtedness as of the Measurement Time, calculated in accordance with GAAP.

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 Final Closing Net Working Capital, Final Closing Cash, Final Closing Company Indebtedness or Final Closing Company Transaction Expenses so determined shall be conclusive and binding upon the Parties absent manifest error.

• On the Closing Date, (x) immediately prior to the Closing, Sellers shall cause Company to cause the Payoff Letters to be duly executed and delivered to Buyer and (y) simultaneously with the Closing, Sellers shall repay, by wire transfer of immediately available funds, all Closing Company Indebtedness, and terminate all Liens securing such Company Indebtedness.

• The Proposed Closing Statement shall be prepared in a manner consistent with the Latest Balance Sheet and GAAP, which shall control as to any conflict as to the principles, practices, policies, judgments or methodologies to be applied in the preparation of the Proposed Closing Statement and the determination of the Closing Net Working Capital and the Closing Company Indebtedness.

• Pauses in read speech are usually linked with prosodic phrase breaks.

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 has the meaning set forth in Section 4.01(d).

Closing Company Indebtedness means the aggregate amount of Indebtedness of all of the Acquired Companies that is outstanding as of the Effective Time excluding any Indebtedness between the Acquired Companies.

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

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 Company Indebtedness immediately prior to Closing.