Closing Indebtedness Amount definition

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.

Closing Indebtedness Amount means, as of 12:01 a.m., Eastern Time, on the Closing Date, the aggregate amount of the Indebtedness of the Company.

Closing Indebtedness Amount means, as of the Closing, the aggregate amount of Indebtedness (without duplication) of the Acquired Companies, which shall exclude any and all intercompany Indebtedness settled at or prior to Closing in accordance with Section 6.14. With respect to Taxes, the Closing Indebtedness Amount shall be determined as of the end of the Closing Date.

Examples of Closing Indebtedness Amount in a sentence

• Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount, and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of the foregoing.

• If the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, the Closing Consideration Amount shall be decreased by the amount of such excess.

• The Independent Auditor shall base its determination solely on (i) the written submissions of the parties and shall not conduct an independent investigation and (ii) the extent (if any) to which the any of the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses requires adjustment (only with respect to the remaining disagreements submitted to the Independent Auditor) in order to be determined.

• Each of Buyer and the Company Stockholder Representative shall promptly provide their respective assertions regarding the Adjustment Amount, the Closing Indebtedness Amount and/or the Closing Transaction Expenses, as applicable, in writing to the Independent Auditor and to each other as promptly as possible after the engagement of the Independent Auditor.

• As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Holdco shall prepare or cause to be prepared a statement (the “Closing Date Schedule”) setting forth in reasonable detail Holdco’s calculation of (i) the aggregate amount of all Company Transaction Expenses; (ii) the Closing Indebtedness Amount; (iii) the Closing Cash Amount; (iv) the Net Working Capital Amount; and (v) the Cash Purchase Price.

More Definitions of Closing Indebtedness Amount

Closing Indebtedness Amount means the aggregate Indebtedness of the Acquired Companies calculated on a consolidated basis, on the Closing Date, determined in accordance with Section 2.2(g).

Closing Indebtedness Amount has the meaning set forth in Section 1.02(d).

Closing Indebtedness Amount means the amount of Indebtedness as of the Calculation Time.

Closing Indebtedness Amount means the amount of all Closing Indebtedness.

Closing Indebtedness Amount means: (A) the aggregate amount of outstanding Indebtedness as of the Effective Time; minus (B) any outstanding Indebtedness as of the Effective Time to be paid to the lenders under the Credit Agreement or any applicable Interim Debt Financing at the Closing by the issuance of Holdco Common Stock, as set forth in the Payoff Letters.

Closing Indebtedness Amount has the meaning specified in Section 4.5(a).

Closing Indebtedness Amount means, as of immediately prior to Closing, the Company’s Indebtedness.