Closing Date Indebtedness Amount definition

Closing Date Indebtedness Amount means the aggregate amount of all unpaid Indebtedness of the Company as of the close of business on the Business Day immediately preceding the Closing Date.

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Closing Date Indebtedness Amount means an amount equal to all indebtedness (including principal, accrued interest and any applicable premiums) of the Company or its Subsidiaries to any Seller or former stockholder of the Company and to Bank of America (consisting in each case of short- and long-term notes payable), all similar indebtedness of the Company or its Subsidiaries for borrowed money (excluding borrowings under life insurance policies payable from the cash surrender value of such policies), and all amounts drawn under the $2 million dollar letter of credit posted in favor of Peerless Insurance Company (or any substitute letter of credit) (the "Peerless L/C"), in each case as of immediately prior to the Closing, whether or not such indebtedness shall have been repaid or refinanced in connection with the Closing; (ii) "Adjustment Amount" means the amount, if any, by which (i) the difference between (x) the Closing Date Indebtedness Amount minus (y) the amount of the proceeds from the Closing Date Indebtedness Amount used to fund additions to working capital of the Company and property, plant and equipment of the Company necessary to support continued growth in the Company's business (including without limitation all monies used to pay for Proposed Acquisitions (as defined in Section 1.11(a) below) but excluding all amounts drawn under the Peerless L/C) or to fund the employee bonuses, employee loans, tax payments and other items set forth in Schedule 1.10 exceeds (ii) $10,000,000; and (iii) "Applicable Accounting Principles" means GAAP (as defined in Section 2.6) applied in a manner consistent with the Audited Financial Statements (as defined in Section 2.6), except that all amounts, irrespective of size, quantity or nature shall be considered material.

Closing Date Indebtedness Amount means the Indebtedness Amount determined as of the Measurement Time.

Examples of Closing Date Indebtedness Amount in a sentence

The Accounting Firm, acting as experts and not as arbitrators, shall determine in accordance with the applicable agreements set forth in the definition of “Company Indebtedness” in the Merger Agreement, the actual amount of the Closing Date Indebtedness Amount as of the Effective Time and shall deliver to the Company and Newco a written report setting forth such calculations.
The preparation of the Closing Statement shall be for the sole purpose of determining differences in Closing Working Capital from Estimated Net Working Capital, and for determining Cash, Closing Date Indebtedness Amount and the CapEx Adjustment Amount as of the Closing.
If the Company and Newco are unable to reach such agreement during such period, they shall promptly thereafter appoint an independent accountant of nationally recognized standing reasonably satisfactory to the Company and Newco (the “Accounting Firm”) to promptly to review this Agreement and the Merger Agreement and the disputed items or amounts for the purpose of calculating the Closing Date Indebtedness Amount.
The parties agree that the Closing shall be deemed to have occurred as of 12:01 a.m. Pacific time on the Closing Date other than, for the avoidance of doubt, for purposes of calculating the Closing Date Indebtedness Amount and the Closing Company Transaction Expenses.
As used herein the “Net Debt Adjustment Amount” shall mean an amount equal to (u) the Final CapEx Adjustment Amount minus (v) the Estimated CapEx Adjustment Amount plus (w) the Final Closing Date Indebtedness Amount minus (x) the Estimated Closing Date Indebtedness Amount minus (y) the Estimated Cash plus (z) Final Cash.
The Equityholder and its accountants shall be entitled to review the Closing Statement and any working papers, trial balances and similar materials relating to the Closing Statement and the calculation of the Closing Date Indebtedness Amount, Closing Date Cash Amount, Closing Date Transaction Expenses Amount, Closing Date Adjusted Net Administrative Fee Revenue Amount, Final Base Purchase Price Amount and Closing Date Net Contract Asset Amount prepared by Buyer or its accountants.
The Closing Balance Sheet shall also set forth in detail the Indebtedness of the Company as of the Closing, other than with respect to the ASIG Notes, and after giving effect to payments made pursuant to Sections 1.04(a)(iii) and (iv) (the "Closing Date Indebtedness Amount").
In the event any such notice of disagreement is timely provided, the Purchaser and the Selling Party Representative shall use their commercially reasonable 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 calculation of the Closing Date Working Capital and the Closing Date Indebtedness Amount.
Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).
Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).

More Definitions of Closing Date Indebtedness Amount

Closing Date Indebtedness Amount means the sum (without duplication) of: (i) the aggregate amount of consolidated Indebtedness of the Company and its consolidated Subsidiaries immediately prior to the Closing as determined in accordance with GAAP as consistently applied using the principles, practices and procedures used by the Company and its Subsidiaries in the preparation of the Balance Sheet (to the extent consistent with GAAP) and the Agreed Principles plus (ii)(A) all “breakage costs” or other similar expenses in connection with the termination of any interest rate swap of other hedging arrangement on the Closing Date, (B) all other fees, expenses or other amounts payable to the lenders of any Indebtedness in accordance with the terms thereof, and (C) all amounts owed to ACAS or its Affiliates pursuant to the ACAS Management Agreement in connection with any unpaid management fees or otherwise (which, for purposes of clarification, shall not include any amounts paid to ACAS hereunder in respect of the Preferred Stock and Warrants), in each case to the extent not included in the amount in clause (i) above and whether or not all or any portion of such amount would be included on a balance sheet prepared in accordance with GAAP or the Agreed Principles.

Closing Date Indebtedness Amount means the aggregate Indebtedness Amount of the Company Entities (without duplication) as of immediately prior to the Closing and including any such Indebtedness Amount that is to be paid at or in connection with the Closing including in connection with the Pre-Closing CB Transfer in accordance with Section 2.3(c)(viii). For the avoidance of doubt, no amounts (a) which constitute Indebtedness Amount Exclusions or (b) included in the calculation of Closing Date Transaction Expenses shall be included in the calculation of the Closing Date Indebtedness Amount.

Closing Date Indebtedness Amount means the amount of Debt Obligations of the Company as of 11:59 p.m. Eastern Standard Time on the day immediately preceding the Closing Date.

Closing Date Indebtedness Amount means the amount required to fully repay the Indebtedness of the Company as of December 29, 2015, which amount is set forth on Disclosure Schedule 1.16.

Closing Date Indebtedness Amount means (a) with respect to CPV Power Holdings LP, the sum of the Indebtedness Amounts of CPV Power Holdings LP and each of its direct and indirect Acquired Companies and JV Entities, (b) with respect to CPVI, the sum of the Indebtedness Amounts of CPVI and each of its direct and indirect Acquired Companies, and (c) with respect to CPV REC, the sum of the Indebtedness Amounts of CPV REC and each of its direct and indirect Acquired Companies and JV Entities, in each case, determined without duplication in accordance with the Accounting Principles and as of the Effective Time without giving effect to the Closing (including issuance of the Seller Note).

Closing Date Indebtedness Amount has the meaning set forth in Section 2.3(c).