Closing Debt Amount definition

Closing Debt Amount means the aggregate amount of all unpaid Indebtedness of the Acquired Companies as of the close of business on the Business Day immediately preceding the Closing Date; provided, that (i) the calculation of Taxes in Indebtedness shall be made as of the end of the Closing Date) and (ii) sub-clauses (b), (c) and (d) of the Accounting Policies shall apply to the calculation of Closing Debt Amount.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

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

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).

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.

• The Purchase Price payable at Closing under Section 2.2 (the “Estimated Purchase Price”) and payments under Section 2.4 shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses and estimated Net Working Capital set forth on the Estimated Closing Statement.

• If the Seller does not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by the Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance.

• 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.

More Definitions of Closing Debt Amount

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 Debt of the Company as of the close of business on the date hereof.

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

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 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 amount of Debt of the Company as of the Closing Date as set forth on the Closing Date Debt Schedule attached hereto as Annex III. The Closing Debt Amount will not include Debt associated with the car leases and car loans described in Section 3.8 of the Company Disclosure Schedule.

Closing Debt Amount means collectively, but without duplication, all Indebtedness included in subclauses (i) and (ii) of the definition of Indebtedness, of the Company and Parent as of the Closing.