Company Closing Indebtedness definition

Company Closing Indebtedness means the Indebtedness of the Company Group determined as of the Calculation Time in accordance with GAAP.

Company Closing Indebtedness means the Indebtedness of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution).

Company Closing Indebtedness has the meaning specified in Section 2.04(b).

Examples of Company Closing Indebtedness in a sentence

• Within 45 days after the Closing, Buyer shall prepare and deliver to Seller a certificate (the “ Adjustments Certificate”) certified and executed by a duly authorized officer of Buyer setting forth Buyer’s good faith calculation of the (i) Company Net Working Capital, (ii) Company Closing Indebtedness and (iii) Company Closing Cash.

• After the Company Closing Indebtedness Payoff, the Buyer Share Amount Deduction, the Seller Broker Fee Amount Deduction and the Seller Legal Fee Amount Deduction, subject to Section 2.2(f), at the Closing, the Shares Purchase Price shall then be allocated among Sellers in accordance with the preferences and priorities pursuant to Article IV, Section (C)2 of the Certificate of Incorporation and the percentage amounts derived therefrom set forth on Schedule 2.2(c) (the “Payment Percentage”).

• The date on which the Company Net Working Capital, Company Closing Cash, and Company Closing Indebtedness are finally determined pursuant to Sections 2.3(a), (c), (d) or (e), as applicable, shall be referred to as the “Determination Date,” and such amounts as finally determined shall be referred to as the “Final Company Net Working Capital,” “Final Company Closing Cash,” and “Final Company Closing Indebtedness,” respectively.

• If Seller timely provides the Notice of Objection, then the Parties shall confer in good faith for a period of up to 30 days following Buyer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement with respect to the calculation of the Company Net Working Capital, Company Closing Indebtedness, and Company Closing Cash, and any resolution by them of such disagreement shall be in writing and shall be final and binding on the Parties hereto.

• Upon completion of the Company Closing Indebtedness Payoff, the FEI Note and the Stockholder Loan shall be cancelled.

More Definitions of Company Closing Indebtedness

Company Closing Indebtedness means the Indebtedness of the Blocker, the Company and its Subsidiaries as of immediately prior to the Closing.

Company Closing Indebtedness means that certain Indebtedness of the Company Group that is specifically identified on Section 1.1(r) of the Company Disclosure Schedule.

Company Closing Indebtedness means the unpaid principal amount of, and accrued interest on, all Indebtedness of the Company as of 11:59 p.m., Eastern Time, on the Closing Date.

Company Closing Indebtedness means all amounts outstanding and due under the Indebtedness evidenced by the FEI Note and the Stockholder Loan, including, without limitation, any and all interest accrued but unpaid under such Indebtedness through the Closing and any and all fees and expenses related to the enforcement thereof or the collection of any amounts outstanding and due thereunder.

Company Closing Indebtedness means the Indebtedness of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing).

Company Closing Indebtedness means the Indebtedness of the Blocker, the Company and its Subsidiaries as of immediately prior to the Closing. “Company Closing Statement” shall have the meaning set forth in Section 4B.

Company Closing Indebtedness means any Indebtedness of the Company that remains unpaid and outstanding as of immediately prior to Closing; provided that Company Closing Indebtedness shall not include (a) amounts owed on the Working Capital Line of Credit of up to $5,000,000 (but shall include amounts in excess of $5,000,000) and (b) any amounts included in the calculation of the Estimated Closing Working Capital, the Company Expenses or the Change of Control Payments.