Closing Date Indebtedness Amount definition

Closing Date Indebtedness Amount means the aggregate amount of Company Indebtedness on a consolidated basis as of the Closing Date.
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Closing Date Indebtedness Amount means the Indebtedness Amount determined as of the Measurement Time.
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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.
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Examples of Closing Date Indebtedness Amount in a sentence

  • The Closing Date Indebtedness Amount shall be deducted from the Estimated Purchase Price as contemplated by Section 3.2(a).

  • For purposes of this Agreement, “Closing Payment” shall mean an aggregate amount of cash equal to (i) the Estimated Purchase Price, (ii) m inus the Escrow Amount, (iii) m inus the Closing Date Indebtedness Amount, and (iv) m inus the Series A Preferred Stock Payment.

  • 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.

  • The Closing Date Indebtedness Amount shall be deducted from the Estimated Purchase Price as contemplated by S ection 3.2(a).

  • Differentiators: Please provide a summary outlining what makes your company different or ideally positioned to support DFO’s Milk Sample Transportation Services.


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

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Indebtedness Amount has the meaning set forth in Section 2.4(c)(ii).

  • Closing Indebtedness means the Indebtedness of the Company immediately prior to the Closing. For the avoidance of doubt, Closing Indebtedness will be determined without giving effect to the transactions contemplated hereby.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of Holdings or any Restricted Subsidiary.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Consolidated First Lien Net Debt means, as of any date of determination, the aggregate principal amount of Consolidated Net Debt on such date that is secured by a Lien on any asset of the Borrower and its Restricted Subsidiaries as of such date, but excluding such Indebtedness to the extent secured on a junior lien basis to the Obligations.

  • Net Indebtedness means, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Contribution Indebtedness means Indebtedness, Disqualified Stock or Preferred Stock of an Issuer or any Subsidiary Guarantor in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of such Issuer or such Guarantor after the Issue Date, provided that:

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Closing Cash Amount shall have the meaning set forth in Section 2.05(a)(ii).

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).