Closing Indebtedness Schedule definition

Closing Indebtedness Schedule means the schedule of all Indebtedness of the Company as of the Closing Date, prepared by the Company and delivered to Parent two (2) business days prior to the Effective Time.
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Closing Indebtedness Schedule means a written schedule setting forth (a) the name, address, email address and telephone number of each holder of Indebtedness, (b) the amount due to such holder as set forth in the applicable Payoff Letter and (c) such holder’s wire transfer instructions as set forth in the applicable Payoff Letter, delivered to Purchaser in accordance with Section 1.03.
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Closing Indebtedness Schedule means a written schedule setting forth (a) the name, address, email address and telephone number of each holder of Indebtedness, (b) the amount due to such holder as set forth in the applicable Payoff Letter and (c) such holder’s wire transfer instructions as set forth in the applicable Payoff Letter, delivered to Purchaser in accordance with S ection 1.03.
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Examples of Closing Indebtedness Schedule in a sentence

  • Awards granted to non-employees are measured at fair value at the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.

  • The Company and the Seller shall deliver to the Purchaser appropriate payoff letters (including a customary per diem) from the holders of Indebtedness set forth on the Closing Indebtedness Schedule at least two (2) Business Days prior to the Closing and to make arrangements for such holders of Indebtedness to deliver, subject to the receipt of the applicable payoff amounts, all related Lien releases to the Purchaser as soon as practicable after the Closing.

  • The Estimated Closing Statement shall also include each of (A) the Payoff Letters, (B) the Closing Indebtedness Schedule, (C) the invoices from the respective payees representing Transaction Expenses with respect to items described in clause (ii) of the definition of Transaction Expenses, and (D) the Transaction Expenses Schedule.

  • Panel Membership Requirements – The Department will instruct panel members in the tasks necessary to perform the Panel’s function.

  • At the Closing, Buyer shall pay in full (on behalf of Gravitas or Sellers) all Indebtedness reflected on the Closing Indebtedness Schedule by wire transfers of immediately available funds to the holders of such Indebtedness, such that on the Closing Gravitas has no Indebtedness.

  • Immediately following the payment of the Closing Indebtedness Amount in accordance with the Closing Indebtedness Schedule at Closing, the Targets shall have no Indebtedness other than the Permitted Accounts Payable.

  • The Company shall have delivered the Closing Cash Schedule, the Closing Indebtedness Schedule, the Closing Capital Lease Obligations Schedule and Schedule 2.9(a) to Parent two (2) business days prior to the Effective Time and such schedules shall be complete and accurate as of the Effective Time.

  • On the Closing Date, Buyer shall pay off all of the Companies Closing Indebtedness Amount reflected on the Companies Closing Indebtedness Schedule by wire transfers of immediately available funds to the holders of such Indebtedness, and the Company Interest Purchase Consideration shall be reduced by one hundred percent (100%) of the Companies Closing Indebtedness Amount.

  • On the Closing Date, Buyer may elect, in its sole discretion, to pay all or any of the NRM Transaction Expenses reflected on the NRM Closing Indebtedness Schedule by wire transfers of immediately available funds.

  • Without limiting the rights and obligations of the Company, Buyer and Merger Sub under this Agreement, the Shareholders’ Representative shall be entitled to: (i) rely upon the Estimated Closing Statement, Allocation Schedule, the Transaction Expense Schedule, the Closing Indebtedness Schedule and the CoC Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder.


More Definitions of Closing Indebtedness Schedule

Closing Indebtedness Schedule is defined in Section 2.3(a)(iii).
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Closing Indebtedness Schedule has the meaning set forth in Section 2(e)(i) below.
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Closing Indebtedness Schedule has the meaning set forth in Section 2(e)(i) below. “Closing Working Capital” has the meaning set forth in Section 2(c)(ii)(2) below. “Closing Working Capital Statement” has the meaning set forth in Section 2(c)(ii) below.
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Related to Closing Indebtedness Schedule

  • 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 means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

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

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

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

  • 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.

  • 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.

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • 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).

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

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

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

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • 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.

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

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • 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.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex 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).

  • Existing Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.