Closing Date Funded Debt definition

Closing Date Funded Debt has the meaning specified in Section 3.4(a).

Closing Date Funded Debt has the meaning specified in Section 2.5(a).

Closing Date Funded Debt means the sum of (i) the aggregate outstanding principal owing by the Corporation as of the Closing Date under its $17,000,000 Series A 9.28% Senior Notes due March 26, 2000 and its $19,000,000 Series B 9.86% Senior Notes due March 26, 2003, issued pursuant to a Note Agreement dated March 26, 1993 and (ii) the aggregate principal amount of all other indebtedness of the Corporation and the Subsidiaries for money borrowed from any financial institution (not to include any sums outstanding under any letters of credit or overdraft facility as of the Closing Date).

Examples of Closing Date Funded Debt in a sentence

• No amount shall be included on the Post-Closing Statement, the Estimated Closing Date Net Working Capital or the Closing Date Net Working Capital, in each case, with respect to liabilities for the Outstanding Company Expenses paid in accordance with this Section 3.4. For the avoidance of doubt, no amounts payable in connection with the repayment of the Closing Date Funded Debt Amount shall be included in the Outstanding Company Expenses.

• Subject to the adjustments set forth in Section 3.3, the “Purchase Price” shall consist of One Hundred Thirty-Three Million Dollars ($133,000,000) in cash (the “Enterprise Value”), plus or less (i) the Estimated Net Working Capital Adjustment Amount (which may be a positive number and added or a negative number and subtracted), less (ii) the Estimated Closing Date Funded Debt Amount, plus (iii) the Estimated Closing Date Cash Amount, less (iv) the Estimated Closing Date Outstanding Company Expenses.

• Each of Acquiror and the Seller shall promptly provide their assertions regarding the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses and, to the extent relevant thereto, the Post-Closing Statement, in writing to the Independent Accountant and to each other.

• The date on which the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and the Closing Date Outstanding Company Expenses are finally determined in accordance with this Section 3.3(b) is hereinafter referred to as the “Determination Date”.

• In the event any such notice of disagreement is timely provided, Acquiror and the Seller shall use reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses.

• For example, if the Holder Representative challenges items underlying the calculations of Closing Date Net Working Capital, Closing Date Funded Debt and Closing Date Cash in the net amount of $1,000,000, and the Auditor determines that Buyer has a valid claim for $400,000 of the $1,000,000, Buyer shall bear 60% of the fees and expenses of the Auditor and the Holder Representative shall bear the remaining 40% of the fees and expenses of the Auditor as a Holder Representative Expense.

• In the event any such notice of disagreement is timely provided, Acquiror and the Holder Representative shall use reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses.

• In the event that the Holder Representative does not provide a Dispute Notice within such thirty (30)-day period, the Holder Representative and Buyer shall be deemed to have agreed to the Closing Statements and the calculations of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Transaction Expenses and Closing Date Cash delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder.

• In the event a Notice of Disagreement is provided within such forty-five (45)-day period, Buyer and Seller shall use commercially reasonable efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Net Working Capital, the Closing Date Funded Debt, the Closing Date Cash or the Closing Date Unpaid Company Transaction Expenses.

• If Acquiror’s calculation of Closing Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and Additional Outstanding Company Expenses results in a calculation of the Adjustment Amount that is a positive number, Acquiror and the Holder Representative shall immediately deliver joint written instruction to the Escrow Agent instructing the Escrow Agent to pay to each Holder an amount in cash equal to (i) the Adjustment Escrow Funds, multiplied by (ii) such Holder’s Escrow Percentage.

More Definitions of Closing Date Funded Debt

Closing Date Funded Debt means the Funded Debt as of the Closing Date, if any, as reflected on the Closing Date Balance Sheet.

Closing Date Funded Debt. Section 2.05(b) “Closing Date Net Working Capital” Section 2.05(b) “Closing Date Unpaid Company Transaction Expenses” Section 2.05(b) “Closing Legal Impediment” Section 8.01(b) “Closing Statement” Section 2.05(b) “Consideration” Section 2.02(b) “Debt Commitment Letter” Section 4.05(a) “Debt Financing” Section 4.05(a) “Deficit Amount” Section 2.05(d) “Designated Person” Section 11.14(d) “Determination Date” Section 2.05(c) “Employee List” Section 3.19(b) “Environmental Permit” Section 3.18(a) “Escrow Agent” Section 2.04(b)(iv) “Escrow Agreement” Section 2.04(b)(iii) “Estimated Closing Date Cash” Section 2.05(a)

Closing Date Funded Debt. Section 3.6(a)

Closing Date Funded Debt. Closing Date Net Assets" and "Funded Debt" as follows:

Closing Date Funded Debt means the aggregate amount of Funded Debt of the Company and its Subsidiaries as of the Closing determined on a consolidated basis without giving effect to the consummation of the Merger or the financing transactions in connection therewith.