Closing Date Indebtedness definition

Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

Closing Date Indebtedness means all Indebtedness of the Company as of the Closing.

Closing Date Indebtedness means the amount of Indebtedness outstanding as of the Closing (without giving effect to the transactions contemplated herein), excluding (i) any Indebtedness that is included in the Working Capital calculations in accordance with Section 2.7 and (ii) any Indebtedness (including guarantees thereof) that will be released upon or immediately following the Closing.

Examples of Closing Date Indebtedness in a sentence

• Sellers’ Representative shall pay the Taxes due on such Tax Returns to the extent such amounts are not included as Closing Date Indebtedness.

• Seller shall use commercially reasonable efforts to obtain, and deliver to Buyer prior to the Closing, a properly completed and validly executed IRS Form W-9, or the appropriate version of IRS Form W-8, if applicable, from each Person entitled to receive any payment of Closing Date Indebtedness or Transaction Expenses in connection with, and unpaid as of, the Closing.

• Notwithstanding anything in this Agreement to the contrary, it is the intent of the Parties that no double counting shall occur with respect to amounts taken into account in the determination of Closing Date Indebtedness, Cash and Cash Equivalents, Unpaid Transaction Expenses, the Closing Date Working Capital Amount and the Sellers’ Expense Fund Amount, and this Agreement shall be interpreted consistent therewith.

More Definitions of Closing Date Indebtedness

Closing Date Indebtedness means the Indebtedness of the Group Companies as of 11:59 p.m. ET on the Business Day immediately preceding the Closing Date.

Closing Date Indebtedness has the meaning specified in Section 3.08(a).

Closing Date Indebtedness means Indebtedness outstanding on the date hereof and, to the extent in excess of $2,500,000, described on Schedule 10.1.

Closing Date Indebtedness shall have the meaning set forth in Section 2.5(a).

Closing Date Indebtedness means Indebtedness described on Schedule 10.1.

Closing Date Indebtedness means Indebtedness as of 11:59 P.M. on the date immediately prior to the Closing Date.

Closing Date Indebtedness means the Indebtedness of the Company and the Subsidiaries (other than the Assumed Company Debt) measured as of the Measurement Time.