Closing Indebtedness Adjustment definition

Closing Indebtedness Adjustment means (i) the amount by which the Closing Indebtedness exceeds the Target Closing Indebtedness, which will result in a dollar-for-dollar decrease to the Cash Consideration, (ii) the amount by which the Closing Indebtedness is less than the Target Company Indebtedness, which will result in a dollar-for-dollar increase in the Cash Consideration or (iii) $0, in the event that the Closing Indebtedness does not exceed the Target Closing Indebtedness and is not less than the Target Closing Indebtedness.
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Closing Indebtedness Adjustment means the amount (positive or negative) by which the Estimated Closing Indebtedness exceeds or is less than, as the case may be, the Closing Indebtedness.
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Closing Indebtedness Adjustment means an amount equal to (i) Closing USD Indebtedness plus (ii) the Dollar Equivalent of Closing BRL Indebtedness, subject to adjustment in accordance with Section 8.15.
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Examples of Closing Indebtedness Adjustment in a sentence

  • The "Aggregate Adjustment Payment" means an amount equal to the Closing Date Payment: (i) plus or minus, as applicable, the Closing Working Capital Adjustment; (ii) plus or minus, as applicable, the Closing Cash Adjustment; (iii) plus or minus, as applicable, the Closing Indebtedness Adjustment; and (iv) plus or minus, as applicable, the Closing Indebtedness Adjustment.

  • Upon the final determination of the Indebtedness pursuant to this Section 1.5 (the "Final Indebtedness"), the Closing Consideration shall then be adjusted as follows (with any adjustment to the Closing Consideration pursuant to this Section 1.5(d) the "Closing Indebtedness Adjustment"): if the Final Indebtedness exceed the Permitted Indebtedness, Seller shall be obligated to pay an amount equal to such difference to Purchaser.


More Definitions of Closing Indebtedness Adjustment

Closing Indebtedness Adjustment has the meaning set forth in Section 1.5.
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Related to Closing Indebtedness Adjustment

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

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

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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

  • 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.

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Indebtedness means, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • 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:

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued 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 Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and 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 Company and 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 Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).