Closing Indebtedness definition

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.

Closing Indebtedness has the meaning set forth in Section 2.05(a).

Closing Indebtedness means the Indebtedness of the Acquired Companies immediately prior to the Effective Time.

Examples of Closing Indebtedness in a sentence

• The Estimated Closing Cash-on-Hand, the Estimated Closing Indebtedness, the Estimated Closing Company Expenses, and the Estimated Closing Net Working Capital will, in each case, be calculated in accordance with the definitions contained in this Agreement and, as applicable, the Agreed Accounting Principles.

• The Closing Cash-on-Hand, the Closing Indebtedness, the Closing Company Expenses, and the Closing Net Working Capital will, in each case, be calculated in accordance with the definitions contained in this Agreement and, as applicable, the Agreed Accounting Principles, based on facts and circumstances as they exist on or prior to the Calculation Time or Closing (as applicable) in accordance with FASB Accounting Standards Codification Topic 855, Subsequent Events (“ASC 855”).

• Each amount payable under this Section 2.2(e) to Sellers or a payee of Closing Indebtedness or Company Expenses, as and when due, shall be payable by wire transfer of immediately available funds to the bank account specified for such Person on the Closing Payment Certificate, as applicable, or such other bank account as shall have been designated by such Person in writing at least two (2) Business Days prior to the due date for such payment.

• At the Closing, Purchaser shall: (i) pay all Company Expenses to the applicable third parties as set forth on the Closing Payment Certificate; (ii) except as otherwise directed by Xxxxxxxxx, pay all Closing Indebtedness to the applicable third parties as set forth on the Closing Payment Certificate; and (iii) pay to each Seller, its Allocation Percentage of an aggregate amount equal to the Closing Payment.

More Definitions of Closing Indebtedness

Closing Indebtedness means, as of the close of business on the Closing Date, the Indebtedness of the Company plus any unpaid Company Transaction Expenses.

Closing Indebtedness means Indebtedness as of immediately prior to the Closing.

Closing Indebtedness means all Indebtedness of the Company as of the Effective Time.

Closing Indebtedness means the Indebtedness of the Group Companies as of 11:59 p.m. on the Closing Date, but without giving effect to the transaction contemplated hereby.

Closing Indebtedness means, as of the Reference Time, the aggregate amount of all Indebtedness of the Company determined in accordance with the Accounting Principles.

Closing Indebtedness means the aggregate amount of Indebtedness as of the Reference Time calculated in accordance with GAAP; provided that, for the sake of clarity and notwithstanding the Reference Time, Closing Indebtedness shall be calculated after giving effect to the settlement of all intercompany accounts pursuant to Section 5.09.

Closing Indebtedness means, without duplication, as of the Effective Time, the aggregate amount of all outstanding Indebtedness (including principal and accrued and unpaid interest) of the Company and its Subsidiaries, including any penalties or premiums that would be associated with the full repayment and retirement of such Indebtedness (whether prior to or following the Effective Time).