Closing Indebtedness definition

Closing Indebtedness means the amount of Indebtedness of the Company Group determined on a consolidated basis as of immediately prior to the Closing, determined in accordance with the Accounting Methodology and without giving effect to the transactions contemplated hereby.

Closing Indebtedness means all Indebtedness of the Company and the Subsidiaries to the extent outstanding as of the Closing.

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

Examples of Closing Indebtedness in a sentence

• Except as set forth in Section 4.7(a) of the Disclosure Schedules, no Closing Indebtedness contains any restriction upon the prepayment of any of such Closing Indebtedness.

• There is no Indebtedness with respect to the Transferred Assets or the Acquired Business other than the Closing Indebtedness.

• As promptly as possible, but in any event within ninety (90) days after the Closing Date, the Parent shall deliver to the Representatives a statement showing a reasonably detailed calculation (together with reasonable supporting documentation) of the Cash, Closing Indebtedness, Net Working Capital, Company Transaction Expenses and Sellers Transaction Expenses (the “Closing Statement”), in each case with any amounts in Canadian dollars converted to U.S. dollars at the Spot Rate.

• Cash, Closing Indebtedness, Net Working Capital, Company Transaction Expenses and Sellers Transaction Expenses shall be determined in accordance with this Agreement and the Accounting Principles.

• The calculations of Cash, Closing Indebtedness and Net Working Capital in the Closing Statement will disregard any effects on the Group Companies (including the assets and liabilities of the Group Companies) as a result of any financing or refinancing arrangements entered into by the Parent or its Affiliates or any other transactions entered into by the Parent or its Affiliates in connection with the consummation of the Transaction.

More Definitions of Closing Indebtedness

Closing Indebtedness means the aggregate amount of all outstanding Indebtedness (including principal and accrued and unpaid interest) of the Company as of immediately prior to the Effective Time, 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).

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

Closing Indebtedness means the aggregate amount of Indebtedness of the Group Companies as of the Adjustment Time.

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

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 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 the amount of Indebtedness of the Company as of the Closing Date.