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 has the meaning specified in Section 2.04(b).

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.

Examples of Company Closing Indebtedness in a sentence

• Concurrent with the Closing and to the extent such amounts are not paid by the Company prior to the Closing, Purchaser will cause the Company to pay the amount of such Indebtedness or Company Transaction Costs as set forth in the Payoff Letters and described more fully on the Company Closing Transaction Costs Certificate and the Company Closing Indebtedness Certificate.

• After review of such calculation, the Reviewing Accountant shall promptly determine the Company Net Working Capital, Company Closing Indebtedness, and Company Closing Cash (and the Parties shall instruct the Reviewing Accountant to make such determination within 30 days following submission) and such determination shall be final and binding on the Parties.

• The Company Closing Indebtedness shall not exceed Seventeen Million United States Dollars (USD$17,000,000).

• The payoff of the Company Closing Indebtedness owed to Aurum and Genesis shall be made by Buyer by wire transfer of immediately available funds pursuant to the wire instructions specified with respect to Aurum and Genesis, respectively, in Schedule 2.2(c) delivered to Buyer by each of Aurum and Genesis prior to the Closing.

• No later than three (3) Business Days prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth its estimate of the Company Closing Indebtedness as well as reasonable detail regarding the components of such estimate (the “Company Indebtedness Certificate”).

More Definitions of Company Closing Indebtedness

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 Company and its Subsidiaries as of the Adjustment Measurement Time (for the avoidance of doubt, including the Indebtedness for Borrowed Money paid off in accordance with Section 1.7(a)(iii)).

Company Closing Indebtedness means all amounts outstanding or otherwise due and owing pursuant to any debt for borrowed money, including accrued interest thereon and all fees and other obligations (including penalties or other charges or amounts that become payable thereunder as a result of the prepayment thereunder or the consummation of the Transactions or that may become due and payable at the Closing) as of immediately prior to the Closing. For the avoidance of doubt, Company Closing Indebtedness shall include Company Debt and the Company PPP Loan Maximum Amount.

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 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.