Closing Financial Debt definition

Closing Financial Debt means the amount of Financial Debt as at the Date of the Post-Closing Statement, not taking into account any changes in the Sellers’ Intercompany Indebtedness or the Group Companies’ Intercompany Indebtedness resulting from actions taken under Section 5.14 or Section 8.2(c).
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Closing Financial Debt has the meaning set forth in Exhibit A.
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Closing Financial Debt means, as of the Closing Date, the consolidated amount (including any accrued interest thereon) of the financial indebtedness of the Target Group Companies, minus 35% of WH Chile’s ‘Closing Financial Debt’ attributable to the minority shareholders; for the avoidance of doubt, no portion of the intercompany loan due to FregallaWeidenhammer GmbH & Co. KG is excluded) consisting of:
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Examples of Closing Financial Debt in a sentence

  • Any such profit of an Autoco transferred to AOAG shall be deemed to be Closing Financial Debt, and conversely, any loss of an Autoco so covered by AOAG shall be deemed to be Closing Cash.

  • The Closing Accounts shall be accompanied by Purchaser’s good faith calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, Closing Financial Debt and Closing Net Working Capital Amount and (ii) a calculation of the Purchase Price based on the amounts set forth in the Closing Accounts.

  • The Closing Accounts, the Fincos Book Value, the Closing Cash, the Closing Financial Debt and the Closing Working Capital shall be expressed in Euro using the Financial Reporting Exchange Rate.

  • Buyer agrees to use commercially reasonable efforts given the circumstances to cause the Closing Working Capital Statement and the Closing Financial Debt Statement to be prepared and delivered to Sellers as soon as practicable following the Closing Date, and in any event within sixty (60) days after the Closing Date.

  • Except as to any item on the Closing Working Capital Statement or the Closing Financial Debt Statement as to which Sellers give to Buyer written notice of a Dispute within the Dispute Period (a “Dispute Notice”), the Closing Working Capital Statement and the Closing Financial Debt Statement will be deemed to have been accepted and agreed to by Sellers in all respects as delivered to Sellers.

  • No later than two (2) Business Days before the Closing Date, Sellers shall deliver to Purchaser their good faith estimate (the “Estimated Closing Statement”) of (i) the Closing Financial Debt (the “Estimated Financial Debt”), (ii) the Closing Cash (the “Estimated Closing Cash”), (iii) the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (iv) the Transaction Expenses (the “Estimated Transaction Expenses”), and (v) the Estimated Purchase Price calculated therefrom.

  • A Notice of Objection under this Section 3.7(c) shall set forth in detail Sellers’ alternative calculations of (i) the amount of the Closing Cash, the Closing Financial Debt and the Closing Net Working Capital Amount and (ii) a recalculation of the Purchase Price based on such amounts, each clarifying any deviations to Purchaser’s Proposed Calculations.

  • Within forty-five (45) days after delivery of any Dispute Notice, the parties will attempt to resolve such Dispute and agree in writing upon the final content of the disputed Closing Working Capital Statement and the Closing Financial Debt Statement.

  • Any Objection shall set forth a specific and reasonably detailed description of the items and amounts subject to such Objection (the “Disputed Items”), the revisions to the Post-Closing Statement which the Buyer believes should be made, and the Buyer’s calculation of any of the Closing Working Capital, Closing Financial Debt and Closing Cash, as the case may be, and the Buyer shall be deemed to have accepted any items not specifically disputed in the Objection.


More Definitions of Closing Financial Debt

Closing Financial Debt means, on the Closing Date, the amount in CLP (expressed as a positive number) resulting from the sum of: (i) all the credit obligations of the Company, including obligations under contracts or titles of credit and the amounts disbursed under any line of credit, and (ii) debts of the Company’s overdue obligations with suppliers, excluding items included in the calculation of Working Capital, in each case in accordance with what is indicated in the balance sheet of the Company at the determined date, prepared in accordance with IFRS.
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Closing Financial Debt means the Indebtedness outstanding as of 11:59 P.M. on the date immediately prior to the Closing Date.
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Closing Financial Debt means, as at Closing, in respect of the Company and the Company Subsidiaries the actual aggregate amount of borrowings and other indebtedness by way of overdraft, acceptance credit or similar facilities, loan stock, bonds, debentures, notes debt or inventory financing, receivables financing or any other arrangements the purpose of which is to borrow money, together with any interest, fees, expenses and break costs relating to any of the same, but excluding ordinary trade indebtedness of the Company and the Company Subsidiaries at Closing as determined in accordance with Section 2.3. For the avoidance of doubt, “Closing Financial Debt” shall not include any indebtedness repaid by the Company prior to Closing, even if such amount was repaid on the Closing Date but prior to the actual Closing.
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Closing Financial Debt has the meaning specified in Schedule 3.1.
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Closing Financial Debt means that amount of Financial Debt reflected in the final Closing Financial Debt Statement.
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Closing Financial Debt means the Financial Debt as at the Closing Date.
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Related to Closing Financial Debt

  • Net Financial Debt ’ means “Gross Financial Debt” less “cash and cash equivalents”. This measure offers to the reader a global view of the Financial Debt without considering the payment terms and reduced by the effects of the available cash and cash equivalents to face these future payments.

  • 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.

  • Financial Debt means a debt along with interest, if any, which is disbursed against the consideration for the time value of money and includes—

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

  • 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.

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

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

  • 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.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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 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.

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

  • Capital Market Indebtedness means any obligation for the payment of borrowed money which is, in the form of, or represented or evidenced by bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange or in any organised market and any guarantee or other indemnity in respect of such obligation; and

  • 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:

  • Interim Financing means any new financial assistance, provided by an existing or a new creditor, that includes, as a minimum, financial assistance during the stay of individual enforcement actions, and that is reasonable and immediately necessary for the debtor's business to continue operating, or to preserve or enhance the value of that business;

  • 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.

  • 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).

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

  • Permitted Financial Indebtedness means Financial Indebtedness:

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

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.