Closing Net Indebtedness 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 Indebtedness shall have the meaning set forth in Section 3.5(a).
Closing Net Indebtedness means Closing Indebtedness minus Closing Cash minus $200,000,000;
Examples of Closing Net Indebtedness in a sentence
In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.
Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments).
For the avoidance of doubt, the Parent may solely deliver either a Closing Net Indebtedness Termination Notice or a Dispute Notice, but not both.
The Closing Net Indebtedness was based solely on estimates determined shortly prior to the closing and was not subject to any post-closing true-up or adjustment.
For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.
More Definitions of Closing Net Indebtedness
Closing Net Indebtedness means the excess of (i) Indebtedness as of the Adjustment Calculation Time minus (ii) Closing Cash.
Closing Net Indebtedness means, as of immediately before the effective time of the Closing, the amount (which may be positive or negative), equal to the difference of (a) the aggregate amount of all Transferred Cash and Cash Equivalents (determined on a combined basis) as of such time, minus (b) the aggregate amount (determined on a combined basis in accordance with U.S. GAAP) as of such time, without double counting, of all outstanding Funded Indebtedness of the Transferred Entities and Funded Indebtedness of the Business; provided that, Funded Indebtedness of the type described in clause (d) of the definition thereof will only be included in the calculation of Closing Net Indebtedness to the extent the amount of such Indebtedness exceeds $20,000,000 (in which case, for the avoidance of doubt, only the amount in excess of $20,000,000 will be included).
Closing Net Indebtedness means for each Company, without duplication of amounts included in Closing Working Capital or Transaction Expenses, the difference (which may be positive or negative) of (a) aggregate Indebtedness of such Company (excluding any amounts outstanding under the Working Capital Loan with respect to such Company, if any), minus (b) the aggregate Cash of such Company, minus (c)(i) only with respect to AME, Permitted Tax Distributions that have been made by AME to its Members, thereby reducing Cash balances, after the date hereof that are in an amount up to but not exceeding $2,000,000 in the aggregate (as such amount may be increased as set forth below), and (ii) only with respect to POR and RVC on a collective basis, Permitted Tax Distributions that have been made by POR and RVC to their respective Members, thereby reducing Cash balances, after the date hereof that are in an aggregate amount for both Companies up to but not exceeding $9,000,000 in the aggregate, in each case of the foregoing clauses (a), (b) and (c), determined as of immediately prior to the Closing without giving effect to purchase accounting or the effects of the transactions. Notwithstanding the foregoing and for the sake of clarity, the amount of any Permitted Tax Distribution made to AME, in its capacity as a Member, that is subsequently paid by AME to its Members as a Permitted Tax Distribution, thereby reducing Cash balances, shall increase the $2,000,000 limit provided for AME in clause (c)(i) above. In no event shall Cash and Permitted Tax Distributions be duplicative in the calculation of Closing Net Indebtedness.
Closing Net Indebtedness means the Net Indebtedness as of the Closing Date (excluding the transactions to take place at Closing contemplated by this Agreement).
Closing Net Indebtedness means, as of immediately before the effective time of the Closing (as set forth in Section 3.03), the amount (which may be positive or negative), equal to the difference of (a) the aggregate amount of all Cash and Cash Equivalents held by the Company or any Company Subsidiary as of such time (provided that, for purposes of determining Cash and Cash Equivalents under this clause (a), the maximum amount of Cash and Cash Equivalents held outside the United States shall be the amount obtained by subtracting (i) the amount, if any, by which the Cash and Cash Equivalents held in Taiwan as of immediately before the effective time of the Closing is exceeded by the amount accrued for unfunded pension liability in Taiwan on the consolidated balance sheet of the Company (prepared in a manner consistent with the Unaudited Financial Statements), as of the Closing Date, from (ii) $65,000,000), minus (b) the aggregate amount as of such time, without double counting, of (i) all outstanding indebtedness for borrowed money owed to third parties by the Company or any Company Subsidiary, plus (ii) accrued interest payable with respect to such indebtedness referred to in clause (i), plus (iii) either (A) all prepayment premiums, penalties, breakage costs and “make whole amounts” required to be paid if all amounts under clauses (i) and (ii) were prepaid in full at such time or (B) to the extent any amount under clause (i) or (ii) cannot be repaid at such time (e.g., as a result of an advance notice requirement), all interest on and other accretion of such amounts under clauses (i) and (ii) that occurs between such time and the earliest time that such repayment may be made and all amounts under clause (iii)(A) that are required to be paid upon such repayment, plus (iv) the accruals for the Business as of the Closing Date of the accounts described on Section I of the Seller Disclosure Schedule.
Closing Net Indebtedness means, as of immediately before the effective time of the Closing, the amount (which may be positive or negative), equal to the difference of (a) the aggregate amount of all Transferred Cash and Cash Equivalents (determined on a combined basis) as of such time, minus (b) the aggregate amount (determined on a combined basis in accordance with U.S. GAAP) as of such time, without double counting, of all outstanding Funded Indebtedness of the Transferred Entities and Funded Indebtedness of the Business; provided that, Funded Indebtedness of the type described in clause (e) of the definition thereof will only be included in the calculation of Closing Net Indebtedness to the extent the amount of such Indebtedness exceeds $20,000,000 (in which case, for the avoidance of doubt, only the amount in excess of $20,000,000 will be included).
Closing Net Indebtedness shall have the meaning specified in Section 2.09.