Closing Net Debt definition

Closing Net Debt means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii) the Closing Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.

Closing Net Debt has the meaning set forth in Section 2.8(a).

Closing Net Debt means the Net Debt set forth in the Final Closing Statement.

Examples of Closing Net Debt in a sentence

• If Cnova NV fails to deliver the Statement of Objections on or before 5:00PM, São Paulo time, on the last day of the Review Period, the Closing Statement, and the resulting Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and Post-Closing Adjustment shall be deemed to have been accepted by Cnova NV and shall be deemed final and binding upon Cnova NV.

• The Closing Statement and the resulting calculations of Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and the Post-Closing Adjustment, in each case, as determined by the Auditor in accordance with this Section 2.4.3.3, shall be final and binding upon all Parties, absent manifest error, on the date the Auditor delivers its final determination in writing to Cnova NV and Via Varejo.

• Cnova NV shall have thirty (30) Business Days after Via Varejo's delivery of the Closing Statement (the "Review Period") to review, at its sole cost and expense, the Closing Statement and the resulting Closing Net Debt, Closing Working Capital, Closing Amount, Adjustment Amount and Post-Closing Adjustment.

• The calculation of the Closing Net Debt shall be made according to the following principle: In the event that the Purchaser so requests, the Company shall repay its debt to DnB NOR at the Closing Date.

• Within thirty (30) Business Days after the Closing Date, Via Varejo shall prepare and deliver to Cnova NV a statement substantially in the form of Exhibit D (the "Closing Statement") setting forth: (a) the calculation of Closing Net Debt, (b) the calculation of Closing Working Capital, (c) the calculation of the Closing Amount, (d) the calculation of the Adjustment Amount and (e) the calculation of the Post-Closing Adjustment.

More Definitions of Closing Net Debt

Closing Net Debt means the aggregate amount of the Indebtedness of each of the members of the Company Group as of the Closing Date.

Closing Net Debt means the amount of Indebtedness of Cnova Brazil and its Subsidiaries, on a consolidated basis, less Cash and Cash Equivalents, in each case as of 12:01 a.m. (São Paulo time) on the Closing Date, calculated in accordance with the example calculation set forth in Exhibit A and the Applicable Accounting Principles.

Closing Net Debt means an amount equal to the following (with each of the amounts set forth therein being calculated in accordance with GAAP as consistently applied by the Company and to the extent required to be reflected in financial statements in accordance with GAAP): (i) the aggregate amount of all Company Debt as of the close of business on the Closing Date, less (ii) the aggregate amount of all Company Cash as of the close of business on the Closing Date, in each case prepared without giving effect to the consummation of the Merger and the other transactions contemplated by this Agreement (unless otherwise specified herein). If (i) Company Debt is greater than Company Cash, Closing Net Debt shall be a positive number, (ii) Company Debt is less than Company Cash, Closing Net Debt shall be a negative number and (iii) Company Debt is equal to Company Cash, Closing Net Debt shall be zero.

Closing Net Debt means the Net Debt on the Effective Date calculated in accordance with the Net Debt calculation guidelines set forth in Schedule 7 and determined pursuant to §2.7(e) – (h);

Closing Net Debt means the aggregate amount of the Indebtedness of each of the members of the Company Group as of the Closing Date, less (i) the sum of all cash, cash deposits and cash equivalents of each of the members of the Company Group on hand as of the Closing Date, and (ii) any amounts due and payable by the Purchaser to the Company (including pursuant to the Purchaser’s unsecured promissory issued to the Company on March 23, 2021).

Closing Net Debt means Net Debt, determined as of 11:59 p.m. (New York time) on the day immediately prior to the Closing Date and calculated by the Company in good faith in a manner consistent with how the various components are calculated in the Company’s audited financial statements for the fiscal year ending December 31, 2019. For the avoidance of doubt, for purposes of calculating Closing Net Debt the amount of cash and cash equivalents shall not be reduced by advisor fees related to the Transaction that are to be paid on the Closing Date or other third-party expenses related to the Transaction that are customarily paid on the Closing Date; provided that if such fees and expenses exceed $40 million, for purposes of calculating Closing Net Debt the amount of cash and cash equivalents shall be reduced by the amount in excess of $40 million.

Closing Net Debt means the amount of the combined Net Debt of the Mobile SPEs included in the Closing Price Calculation Statement, calculated by the Seller and its advisors based on the Closing Balance Sheet of each of the Mobile SPEs prepared in accordance with the Accounting Practices.