Closing Indebtedness Statement definition

Closing Indebtedness Statement has the meaning set forth in Section 2.05(a).
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Closing Indebtedness Statement means a certificate executed by the Seller Representative certifying on behalf of the Company: (a) an itemized list of all outstanding Indebtedness as of immediately prior to the Closing (including any Indebtedness that comes due at (or as a result of) the Closing), (b) the Person to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness, (c) wire instructions for payment of such amounts to such Person, and, if reasonably requested by Xxxxx, (d) a customary payoff letter from such Person.
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Closing Indebtedness Statement. Section 2.10 “Code” Recitals
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Examples of Closing Indebtedness Statement in a sentence

  • These Elections Policies establish processes for all aspects of SAMRU elections and referenda/plebiscites, including elections appeals.

  • Any amounts in the Closing Indebtedness Statement not included in the Closing Indebtedness Protest Notice (if one (1) is delivered) shall be deemed to be accepted by Seller and shall be final, conclusive and binding on the Parties for all purposes hereunder.

  • If the Closing Indebtedness set forth in the Estimated Closing Indebtedness Statement is greater than the Closing Indebtedness set forth in the Closing Indebtedness Statement, the Purchaser will pay the amount of such difference to the Vendor within 5 Business Days of determination of the Closing Indebtedness Statement as set out in Section 2.4(b).

  • If the Seller does not provide Buyer with the Closing Indebtedness Protest Notice within the Protest Period, then the Closing Indebtedness Statement delivered by Buyer pursuant to Section 2.05(a) shall be final, conclusive and binding on the Parties as the Final Indebtedness.

  • The Independent Accountant shall allow each of the Parties to submit, in writing, their respective positions regarding the Estimated Closing Indebtedness Statement, and the Parties shall have the right to submit additional documents, materials and other written information.

  • Both the EIA and the SESA have concluded that the possible impacts on biodiversity, including on protected species and areas, or on protected areas of international importance, are minor to negligible.

  • Company will cooperate fully with Buyer and will afford full access to the books, records and work papers of Company from the date of this Agreement to the Closing Date to enable Buyer to review the information presented on the Closing Indebtedness Statement.

  • If the parties do not obtain a final resolution of all objections within the 30-day period after delivery of the Stockholders’ Agent’s objections to the Closing Indebtedness Statement, then Parent and the Stockholders’ Agent will engage an Independent Accountant.

  • If the Closing Indebtedness Statement shows the Closing Indebtedness is less than the Estimated Closing Indebtedness, the Purchase Price will be increased, on a Euro for Euro basis, by the amount of such excess and Purchaser will remit such amount to Sellers.

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

Related to Closing Indebtedness Statement

  • 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.

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

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

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

  • 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.

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