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

  • 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”.

  • Notwithstanding the preceding sentence, any refunds or credits of Taxes taken into account in determining Merger Closing Date Net Indebtedness or Stock Sale Closing Date Net Indebtedness shall remain the property of the Transferred Companies and not be payable to ED&F under this Section 7.5(l).

  • After all, the Gibeonites are not necessarily the most honest interlocutors.

  • ED&F shall pay the excess of ED&F’s Portion (or in the case of a dispute, the undisputed amount of the ED&F’s Portion) over the amount of Tax taken into account in determining Merger Closing Date Net Indebtedness and the Stock Sale Closing Date Net Indebtedness to Parent no later than three Business Days prior to the due date of any Straddle Period Return.

  • 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.

  • ED&F shall pay the excess of ED&F's Portion (or in the case of a dispute, the undisputed amount of the ED&F's Portion) over the amount of Tax taken into account in determining Merger Closing Date Net Indebtedness and the Stock Sale Closing Date Net Indebtedness to Parent no later than three Business Days prior to the due date of any Straddle Period Return.

  • The US Seller and the Purchaser shall request that the Neutral Accountant (A) make a final determination of the Closing Date Working Capital Amount, the Closing Date Net Indebtedness Amount, the Closing Transaction Expenses and the Closing Change of Control Payments within forty (40) Business Days from the date the Unresolved Objections were submitted to the Neutral Accountant and (B) provide a reasonably detailed basis for its determination in respect of each Unresolved Objection.

  • Notwithstanding anything herein to the contrary, the Indirect Tax Liabilities taken into account in determining the Estimated Closing Date Net Cash, if any, and the Estimated Closing Date Net Indebtedness, if any, shall include the Indirect Tax Liabilities set forth on Schedule 2.5(a), as the same may be adjusted in accordance with Section 6.14 hereof.


More Definitions of Closing Date Net Indebtedness

Closing Date Net Indebtedness means the Net Indebtedness of the Company as at the Closing Date, as determined in accordance with Clause 7;
Sample 1
Closing Date Net Indebtedness means the difference between (a) the Closing Date Indebtedness and (b) cash and cash
Sample 1
Closing Date Net Indebtedness has the meaning set forth in Section 1.1-A of the Company Disclosure Letter.
Sample 1
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.
Sample 1

Related to Closing Date Net Indebtedness

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of 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 means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

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

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • 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.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • 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, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and the Restricted Subsidiaries outstanding as of the date of 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 (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Consolidated Total Net Indebtedness means, on any date, the excess of (i) Consolidated Total Indebtedness over (ii) the lesser of (x) $500,000,000 and (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.

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

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • Closing Date Term Loan has the meaning set forth in Section 2.4(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 Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • 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 the Borrower and its 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: