Closing Debt Amount definition

Closing Debt Amount shall have the meaning set forth in Section 2.8(b).

Closing Debt Amount means, as of the Effective Time, the aggregate amount of all Indebtedness of the Company and the Subsidiaries.

Closing Debt Amount means the total amount of Closing Debt as of immediately prior to the Closing.

Examples of Closing Debt Amount in a sentence

• The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount").

• The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

• No actions taken by either of the Buyers or on behalf of Blocker or the Group Companies, on or following the Closing, shall be given effect for purposes of determining the Net Working Capital, Company Transaction Expenses, the Closing Cash Amount, the Closing Debt Amount, the Cash Consideration Amount or the Blocker Adjustment Amount.

• The Company shall deliver to Buyer in writing at least two Business Days prior to the expected Closing Date the Company’s estimates of the Closing Debt Amount and the SAR Amount.

• The amounts payable at Closing in respect of the Closing Purchase Price under Section 2.04(b)(i) shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses, Estimated Net Working Capital, and Estimated Cash Adjustment Amount set forth on the Estimated Closing Statement (the “Estimated Closing Purchase Price”).

More Definitions of Closing Debt Amount

Closing Debt Amount means the amount of Debt of the Company as of the close of business on the date hereof.

Closing Debt Amount means, without duplication, the total amount of the Company’s Debt as of immediately prior to the Effective Time, but excluding all Unpaid Transaction Fees to the extent they would otherwise be considered part of the Closing Debt Amount.

Closing Debt Amount means the amount of Indebtedness of the Company as of the Closing Date immediately prior to the Closing.

Closing Debt Amount means the amount of Indebtedness of the Acquired Companies existing as of the Effective Time (without giving effect to any financing or refinancing transactions or repayment of existing Indebtedness taking place in connection with the Closing but including any interest, fees, premiums or penalties that accrue on such existing Indebtedness as a result of the Closing).

Closing Debt Amount means the sum (without duplication) of the aggregate dollar amount of Company Indebtedness outstanding immediately prior to the Closing (including, for the avoidance of doubt, the aggregate dollar amount payable pursuant to the Payoff Letters), determined in accordance with the Accounting Principles.

Closing Debt Amount means the sum (without duplication) of the aggregate dollar amount of Indebtedness outstanding immediately prior to the Closing (including, for the avoidance of doubt, the aggregate dollar amount payable pursuant to the Payoff Letters), determined in accordance with the Accounting Principles.

Closing Debt Amount means (a) the amount of Debt of the Group Companies, as of immediately prior to the Closing, determined in accordance with the Accounting Principles, plus (b) the Company Tax Liability.