Closing Funded Indebtedness definition

Closing Funded Indebtedness means, without duplication, the obligations of the Group Companies outstanding and unpaid immediately prior to the Closing (excluding any undrawn amounts under credit lines or revolving (or similar) credit facilities, and excluding any indemnification or contingent obligations not then owing) under any Funded Indebtedness.

Closing Funded Indebtedness has the meaning ascribed to such term in Section 2.3(b).

Closing Funded Indebtedness means the aggregate Indebtedness of the Companies (including principal, interest, prepayment penalties or fees, premiums, breakage amounts or other amounts payable in connection with prepayment) that remains unpaid as of the Closing, which would be required to be repaid in full in order to terminate all obligations under any Indebtedness of the Companies outstanding as of the Closing.

Examples of Closing Funded Indebtedness in a sentence

• The Closing Date Net Working Capital, the Closing Net Working Capital Adjustment Amount, the Closing Cash, the Closing Funded Indebtedness and the Closing Transaction Expenses, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Closing Date Net Working Capital,” the “Final Closing Net Working Capital Adjustment Amount,” the “Final Closing Cash,” the “Final Closing Funded Indebtedness” and the “Final Closing Transaction Expenses,” respectively.

• The Sellers shall pay all Taxes owed with respect to such Tax Returns except to the extent such Taxes are reflected on the Closing Net Working Capital or Closing Funded Indebtedness; provided, however, that to the extent the amount of a given Tax reflected on the Closing Net Working Capital or Closing Funded Indebtedness exceeds such Tax calculated pursuant to this Section 6.9(a), Buyer shall pay to Sellers the amount of such excess within fifteen (15) days after the date on which such Income Tax is paid.

• The fees and disbursements of the Independent Accountants shall be paid by Buyer, on the one hand, and Sellers, on the other hand, on an inversely proportional basis, based upon the relative difference between the amounts in dispute that have been submitted to the Independent Accountants and the Independent Accountants’ calculation of Working Capital, Closing Cash, Closing Funded Indebtedness and/or Company Transaction Expenses.

• The purchase price for the Initial Transferred Equity Interests shall be an amount in Dollars equal to the Base Amount, as adjusted by the Closing Cash Amount, the Closing Net Working Capital Excess Amount, the Closing Net Working Capital Deficiency Amount, the Closing Funded Indebtedness, and the Closing Transaction Related Expenses, in each case as applicable and in accordance with Sections 2.6 and 2.13.

• A Notice of Objection under this Section 2.4(c) shall set forth in reasonable detail Purchaser’s alternative calculations, if any, of (i) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto; (ii) the Closing Funded Indebtedness; and (iii) a calculation of the Final Investment Price based on such amounts.

More Definitions of Closing Funded Indebtedness

Closing Funded Indebtedness means the aggregate amount of Funded Indebtedness of the Company and the Subsidiaries outstanding at the Closing Time, determined in accordance with GAAP.

Closing Funded Indebtedness is defined in Section 2.1(e).

Closing Funded Indebtedness means the aggregate amount of Funded Indebtedness that remains unpaid as of immediately prior to the Closing.

Closing Funded Indebtedness means the aggregate amount of all Funded Indebtedness as of the Reference Time.

Closing Funded Indebtedness means the aggregate amount of all Funded Indebtedness as of 11:59 P.M. Eastern Time on the date immediately prior to the Closing Date; provided, that the Net Current Tax Amount shall be calculated as of the close of the Closing Date in accordance with the definition thereof.

Closing Funded Indebtedness means the aggregate outstanding amount of Funded Indebtedness of the Company as of immediately prior to the Closing other than the amounts and liabilities specified on Exhibit C.

Closing Funded Indebtedness means, without duplication, the obligations of the Purchased Company outstanding and unpaid immediately prior to the Closing (which obligations include any principal, accrued interest, fees, costs, penalties or make-whole or similar payments in connection therewith, but excluding any undrawn amounts under credit lines or revolving (or similar) credit facilities) under any Funded Indebtedness.