Closing Date Net Indebtedness definition

Closing Date Net Indebtedness has the meaning set forth in ‎Section 1.2(c).
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Closing Date Net Indebtedness means the difference between (a) the Closing Date Indebtedness and (b) cash and cash equivalents (but not including any restricted cash) of the Company and its Subsidiaries on a consolidated basis as of the close of business on the day immediately preceding the Closing Date.
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Closing Date Net Indebtedness. “ means Net Indebtedness of the Company and its Subsidiaries as of the Closing Date. For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the Company and its Subsidiaries as at December 31, 2006, of what the Closing Date Working Capital would be if the Closing Date had been December 31, 2006, without regard for the SEO Rebate Payables or the adjustments prescribed by Section 1.04(i). The calculation of Closing Date Working Capital shall be prepared without giving effect to any actions of the Purchaser, or to any actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement.
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Examples of Closing Date Net Indebtedness in a sentence

  • In order to have comprehensive impressions and facts on performance status and level of WUA and Kankai Irrigation System, the following major concepts with their indicators and inherent associated attributes were studied.

  • It is therefore useful to differentiate between the terms funding and financing, which tend to be used interchangeably.

  • As of the Closing, the Company will have no Indebtedness outstanding other than Indebtedness set forth in the Preliminary Closing Statement and taken into account in the calculation of Estimated Closing Date Net Indebtedness.

  • The Buyer Indemnified Parties will not be entitled to be indemnified pursuant to this ​Section 10.1 for any liability or Indebtedness to the extent such Buyer Indemnified Party was compensated for such liability or Indebtedness in the calculations of Closing Date Net Indebtedness or Closing Date Net Working Capital used to determine the Closing Date Consideration.

  • During the preparation and calculation of the Estimated Closing Date Net Indebtedness and Estimated Working Capital Adjustment, Seller shall, and shall cause its Subsidiaries, to afford Purchaser a reasonable opportunity to review the preparation of Estimated Closing Date Net Indebtedness and Estimated Working Capital Adjustment.

  • The calculation of Closing Date Net Indebtedness shall be prepared in accordance with the definition of “Closing Date Net Indebtedness”.


More Definitions of Closing Date Net Indebtedness

Closing Date Net Indebtedness. “ means Net Indebtedness of the Company and its Subsidiaries as of the Closing Date. For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the Company and its Subsidiaries as at December 31, 2006, of what the Closing Date Working Capital would be if the Closing Date had been December 31, 2006. The calculation of Closing Date Working Capital shall be prepared without giving effect to any actions of the Purchaser, or to any actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement.
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Closing Date Net Indebtedness means the difference between (a) the Closing Date Indebtedness and (b) cash and cash
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Closing Date Net Indebtedness has the meaning set forth in Section 1.1-A of the Company Disclosure Letter.
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Closing Date Net Indebtedness means the Net Indebtedness of the Company as at the Closing Date, as determined in accordance with Clause 7;
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Related to Closing Date Net Indebtedness

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

  • 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.

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

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

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

  • 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).

  • Consolidated Net Indebtedness means at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • 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.

  • Consolidated Total Net Indebtedness means, as of any date of determination, (a) Consolidated Total Indebtedness minus (b) the Unrestricted Cash Amount.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Term Loans as defined in Section 2.1.

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

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

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • 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.

  • 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:

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.