Closing Date Funded Indebtedness definition

Closing Date Funded Indebtedness means the Funded Indebtedness as of immediately prior to the Closing.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the open of business on the Closing Date, and “Funded Indebtedness” means, as of any time, without duplication, the following obligations (whether or not then due and payable), to the extent they are of the Company or guaranteed directly or indirectly, jointly or severally, in any manner by the Company, including through the grant of a security interest upon any assets of the Company: (a) the outstanding principal amount of, accrued and unpaid interest on and other payment obligations (including any prepayment premiums payable as a result of the consummation of the transactions contemplated herein) arising under any obligations of the Company in respect of indebtedness for borrowed money, (b) indebtedness evidenced by any note, bond, debenture or other debt security (whether or not convertible), including accrued but unpaid interest thereon, (c) all obligations to pay the deferred purchase price of property or services (including any potential future earn-out, purchase price adjustment, release of “holdback” or similar payment, but excluding any trade payables incurred in the ordinary course of business specifically set forth as a Liability in the calculation of Net Working Capital, (d) letters of credit, to the extent drawn, and bankers’ acceptances issued for the account of the Company, guarantees, or similar credit transactions, (e) obligations under leases required in accordance with GAAP to be recorded as capital leases, (f) all negative balances in bank accounts and all overdrafts, (g) all obligations arising out of any swap, option, derivative, hedging or similar arrangement, (h) all underfunded or unfunded Liabilities with respect to the Company’s nonqualified deferred compensation plan -9- and the amount of any shortfall in payments to unions for pension plan and medical plan contributions, (i) all obligations in respect of prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if all Funded Indebtedness referred to in clauses (a) through (g) above were prepaid (or, in the case of any swap, option, derivative, hedging or similar arrangement, unwound and fully settled) in full at such time and (j) to the extent any item of such Funded Indebtedness referred to in clauses (a) through (i) cannot be repaid on such time (e.g., as a result of an irrevocable advance notice requirement), all interest on and other accretion of such Funded Indebt...

Closing Date Funded Indebtedness means the Funded Indebtedness as of the Reference Time, less the Excess Cash.

Examples of Closing Date Funded Indebtedness in a sentence

• In connection with determining the Estimated Purchase Price, the Company shall (i) estimate the amount of the Net Working Capital Adjustment, (ii) estimate the amount of Cash and Cash Equivalents, (iii) estimate the amount of Closing Date Funded Indebtedness, and (iv) estimate the Company Expenses.

• If, prior to the Closing, Seller and Buyer are unable to resolve any dispute regarding any item of the Estimated Purchase Price with respect to Cash and Cash Equivalents, Closing Date Funded Indebtedness or Company Expenses, then the estimate for such unresolved disputed item shall be the estimate provided by the Company in the Estimated Purchase Price Statement.

• At least two Business Days prior to the Closing, the Company shall provide to Parent (i)(A) a complete and correct list of the obligees of all Funded Indebtedness of the Group Companies, (B) the amount of the Closing Date Funded Indebtedness owed to each such obligee and (C) wire instructions for each such obligee and (ii)(A) a complete and correct list of the payees of all Company Expenses, (B) the amount of the Company Expenses payable to each such payee and (C) wire instructions for each such payee.

• At the Closing, Parent and Buyer will have sufficient funds available to consummate the transactions contemplated by this Agreement and the other transactions contemplated by the Agreement and to pay the Purchase Price, the Closing Date Funded Indebtedness and the Selling Expenses in accordance with Section 1.4 hereof.

• On or prior to the Closing Date, Seller and WIMC shall pay or release, or cause to be paid or released on behalf of the Transferred Companies, all the Closing Date Funded Indebtedness.

More Definitions of Closing Date Funded Indebtedness

Closing Date Funded Indebtedness means the Funded Indebtedness as of the open of business on the Closing Date.

Closing Date Funded Indebtedness means the Funded Indebtedness as of the close of business on the Closing Date, without giving effect to any of the Transactions. For avoidance of doubt, Closing Date Funded Indebtedness shall not include any Funded Indebtedness incurred by or on behalf of Buyer on the Closing Date.

Closing Date Funded Indebtedness means the aggregate amount of all of the Funded Indebtedness of or with respect to the Group Companies as of immediately prior to the Closing.

Closing Date Funded Indebtedness means, without duplication, the Funded Indebtedness of the Purchased Companies outstanding and unpaid immediately prior to the Closing.

Closing Date Funded Indebtedness means, without duplication, the obligations of the Purchased Companies outstanding and unpaid as of the Measurement Time under any Funded Indebtedness.

Closing Date Funded Indebtedness means the amount of all Funded Indebtedness of the Company and the Subsidiaries outstanding as of the Closing.

Closing Date Funded Indebtedness means the Funded Indebtedness as of 12:01am New York Time on the Closing Date.