Closing Indebtedness Statement definition

Closing Indebtedness Statement has the meaning set forth in Section 2.05(a).
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Closing Indebtedness Statement. Section 2.10 “Code” Recitals
Sample 1

Examples of Closing Indebtedness Statement in a sentence

  • Each of the Transaction Expenses Statement and related invoices, the Closing Indebtedness Statement and related payoff letters and the Change of Control Obligations Statement shall be (i) certified by an executive officer of the Company, (ii) in reasonable detail and (iii) reasonably acceptable to Parent.

  • The Closing Indebtedness Statement and the Closing Working Capital Statement shall be collectively referred to as the “Closing Statements”.

  • Based on the Estimated Closing Indebtedness Statement and the Supporting Documentation, the Purchaser and the Vendor will agree upon the amount required to satisfy all Closing Indebtedness.

Related to Closing Indebtedness Statement

  • Closing Indebtedness means Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect 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.

  • 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 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.

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

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Working Capital Statement has the meaning set forth in Section 2.3(a).

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

  • 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.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

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

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

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Final Working Capital Statement has the meaning set forth in Section 2.04.

  • 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 Consideration has the meaning set forth in Section 2.6(b).

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

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