Conclusive Net Debt Adjustment Statement means a statement that: (i) sets forth each of the five components of the Closing Date Net Debt (for the avoidance of doubt, this shall include (x) the Permitted Claims Amount, which shall include the Reserve in the amount established by the Bankruptcy Court, (y) the Reinstatement Adjustment Amount, and (z) with respect to clauses (i), (iv) and (v) of the definition of Closing Date Net Debt, the Closing Date Net Debt Amount W/O Reinstatement Adjustment and Permitted Claims Amounts as determined through the process provided for in this Agreement shall be used), and (ii) sets forth the Net Debt Excess Amount or the Net Debt Surplus Amount, as applicable.

Conclusive Net Debt Adjustment Statement means a statement that: (i) sets forth each of the five components of the Closing Date Net Debt (for the avoidance of doubt, this shall include (x) the Permitted Claims Amount, which shall include the Reserve, (y) the Reinstatement Adjustment Amount, and (z) with respect to clauses (i), (iv) and (v) of the definition of Closing Date Net Debt, the Closing Date Net Debt Amount W/O Reinstatement Adjustment and Permitted Claims Amounts as determined through the process provided for in Sections 5.16(a) and 5.16(b) shall be used; provided, however, that such amounts shall be updated to reflect current information regarding cash, Claims, Debt and other similar information and any amendments to this Agreement agreed upon following completion of the process provided for in Sections 5.16(a) and 5.16(b)), and (ii) sets forth the Net Debt Excess Amount or the Net Debt Surplus Amount, as applicable.

Examples of Conclusive Net Debt Adjustment Statement in a sentence

Following adjudication of the dispute, appropriate adjustments shall be made to the Conclusive Net Debt Adjustment Statement, the GGO Promissory Note and the other applicable documentation to put all parties in the same economic position as if the corrected Conclusive Net Debt Adjustment Statement governed at Closing.
On or prior to the Effective Date, the Company shall deliver to Purchaser the Conclusive Net Debt Adjustment Statement.
If such Purchaser and the Company do not resolve all CNDAS Disputed Items prior to the Effective Date, then for purposes of Closing and subject to subsequent adjustment consistent with the Bankruptcy Courts ruling, the highest number shall be used for purposes of any calculations set forth on the Conclusive Net Debt Adjustment Statement.
Each Purchaser shall be afforded an opportunity to review the Conclusive Net Debt Adjustment Statement and reasonable access to all non-privileged and non-work product documents or records or personnel used in the preparation of such statement.
If a Purchaser does not timely deliver a CNDAS Dispute Notice, then such Purchaser shall be deemed to have accepted and agreed to the Conclusive Net Debt Adjustment Statement and to have waived any right to dispute the matters set forth therein.
This application contains provisions permitted or mandated by the Patient Protection and Affordable Coverage Act of 2010, as amended (“PPACA”).

Related to Conclusive Net Debt Adjustment Statement

Adjustment Statement has the meaning set forth in Section 2.6(a).
Final Adjustment Statement has the meaning set forth in Section 2.6(c).
Settlement Statement has the meaning set forth in Section 3.2(a).
Closing Statement has the meaning set forth in Section 2.5(a).
Earn-Out Statement has the meaning set forth in Section 2.5(c).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Payment Statement As defined in Section 6.01 hereof.
Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.
Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).
Final Settlement Statement has the meaning set forth in Section 2.6(b).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Final Working Capital Statement has the meaning set forth in Section 2.04.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Working Capital Statement has the meaning set forth in Section 2.3(a).
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Final Statement means the statement defined in Sub-Clause 14.11 [Application for Final Payment Certificate].
Final Closing Statement has the meaning set forth in Section 2.4(a).

Conclusive Net Debt Adjustment Statement definition

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