Closing Indebtedness Certificate definition

Closing Indebtedness Certificate means a certificate executed by the Chief Financial Officer of the Company certifying on behalf of the Company an itemized list of all outstanding Indebtedness as of the open of business on the Closing Date and the Person to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness.
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Closing Indebtedness Certificate means a certificate executed by the Chief Executive Officer of the Company certifying on behalf of the Company an itemized list of all outstanding Indebtedness as of the open of business on the Closing Date (including the Permitted Indebtedness) and the Person to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness.
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Closing Indebtedness Certificate means a certificate executed by the Company’s Chief Executive Officer certifying on behalf of the Company that, except with respect to Transaction Expenses to the extent they are determined to be Indebtedness (such Transaction Expenses which shall be paid in accordance with the terms of this Agreement), the Company has no outstanding Indebtedness as of the open of business on the Closing Date, or if there is any outstanding Indebtedness as of the Closing Date, the aggregate total of all such Indebtedness, and that the calculations were prepared using the same accounting methods reasonable under the circumstances, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end.
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Examples of Closing Indebtedness Certificate in a sentence

  • Concurrent with the Closing and to the extent such amounts are not paid by the Company prior to the Closing, Purchaser will cause the Company to pay the amount of such Indebtedness or Company Transaction Costs as set forth in the Payoff Letters and described more fully on the Company Closing Transaction Costs Certificate and the Company Closing Indebtedness Certificate.

  • If the Adjusted Merger Consideration as so adjusted is higher than the Adjusted Merger Consideration as calculated based on the amounts of the Closing Indebtedness and the Excess Indebtedness stated on the Closing Indebtedness Certificate (such difference, if any, the “Indebtedness Reduction Adjustment”), then the amount of such Indebtedness Reduction Adjustment, if any, shall be paid by the Parent to the Escrow Fund in the form of shares of Parent Common Stock valued at the Closing Exchange Price.

  • If, and only if, the Closing Indebtedness shown on the Closing Indebtedness Certificate exceeds the Permitted Indebtedness Amount (such amount, if any, by which the Closing Indebtedness exceeds the Permitted Indebtedness Amount being referred to herein as the “Excess Indebtedness”), the amount of any such Excess Indebtedness shall be deducted from the Adjusted Merger Consideration on a dollar-for-dollar basis pursuant to Section 1.8(a)(iii) above.

  • The amount of any prepayment penalties, if any, incurred by the Company or its Subsidiaries as a result of the Company’s repayment of Indebtedness for Borrowed Money (collectively, “Prepayment Penalties”) between the date hereof and the Closing Date shall not be deemed to be Closing Indebtedness for purposes of the Closing Indebtedness Certificate but rather will be deducted from the Adjusted Merger Consideration on a dollar-for-dollar basis pursuant to Section 1.8(a)(iv).

  • The Company will afford the Parent timely access to all supporting work papers and any other documentation of the Company used in the preparation of the Closing Indebtedness Certificate.

  • Upon the final determination of the Closing Indebtedness and the Excess Indebtedness by the Independent Accounting Firm, the Adjusted Merger Consideration shall be recalculated in accordance with Section 1.8 using the amounts of the Closing Indebtedness and the Excess Indebtedness as determined by the Independent Accounting Firm in lieu of the amounts of the Closing Indebtedness and the Excess Indebtedness stated on the Closing Indebtedness Certificate.

  • Promptly following the Closing, the Company shall pay, or arrange for the payment to, each lender identified in the Closing Indebtedness Certificate, on behalf of the Company, the amount of the Closing Indebtedness owed to such lender in accordance with the payment instructions contained therein or as otherwise set forth in the payout letters provided pursuant to Section 8.2(e).

  • If the Adjusted Merger Consideration as so adjusted is lower than the Adjusted Merger Consideration as calculated based on the amounts of the Closing Indebtedness and the Excess Indebtedness stated on the Closing Indebtedness Certificate (such difference, if any, the “Excess Indebtedness Adjustment”), then the amount of such Excess Indebtedness Adjustment, if any, shall be paid to the Parent by a claim against the Escrow Fund without regard to the Company Deductible (an “Excess Indebtedness Claim”).

  • Within 60 days of Closing, the Parent may dispute in good faith any amounts reflected or required to be reflected on the Closing Indebtedness Certificate by providing written notice to the Company (a “Dispute Notice”) specifying each disputed item and the amount thereof in dispute, setting forth, in reasonable detail, the basis for such dispute and specifying the Parent’s calculation of Excess Indebtedness.

  • Buyer shall be entitled to rely conclusively on the amounts and other information set forth in the Closing Indebtedness Certificate and such payoff letters.


More Definitions of Closing Indebtedness Certificate

Closing Indebtedness Certificate has the meaning ascribed to such term in Section 7.3(e)(vi) hereof.
Sample 1
Closing Indebtedness Certificate means a certificate executed by the Chief Executive Officer of the Company certifying on behalf of the Company an itemized list of all outstanding Indebtedness as of the close of business on the Closing Date and the Person to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness. “Closing Transaction Expenses Certificate” means a certificate executed by the Chief Executive Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid as of the close DocuSign Envelope ID: A0C657AC-53B2-41A5-B7BF-DA3532022252
Sample 1
Closing Indebtedness Certificate has the meaning set forth in Section 1.3(b).
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Related to Closing Indebtedness Certificate

  • 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 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.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

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

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • 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.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • 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.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

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

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

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

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries 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 Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or 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 Borrower and/or 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).

  • Permitted Existing Indebtedness means the Indebtedness of the Company and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

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

  • Total Consolidated Indebtedness means, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and the Restricted Subsidiaries outstanding as of the date of determination.

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Final Indebtedness has the meaning set forth in Section 3.2(b).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.