Debt Adjustment Amount definition

Debt Adjustment Amount means any incremental change in the outstanding principal amount, the accrued and unpaid interest and/or the contractual prepayment amount (if any) with respect to Existing Indebtedness, which change results from a modification to the terms of such Existing Indebtedness (or replacement Indebtedness) between the Effective Date and the date of the IPO Closing. For the avoidance of doubt, any increase in the outstanding principal amount, accrued and unpaid interest or prepayment amount shall be reflected as a positive number and any decrease in the outstanding principal amount, accrued and unpaid interest or prepayment amount shall be reflected as a negative number.
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Debt Adjustment Amount shall have the meaning set forth in Section 2.8(c)(iii).
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Debt Adjustment Amount means the aggregate amount of the following, without duplication, as of 11:59 p.m. EST on the Closing Date, as set forth in the Projected Closing Statement prepared and delivered pursuant to Section 1.2(c): (i) all indebtedness of the Companies and the Subsidiaries for borrowed money, including any interest accrued thereon; (ii) all indebtedness of the Companies and the Subsidiaries for the deferred purchase price of property or services, including any interest accrued thereon (except any trade payable in the Ordinary Course of Business that is a current account payable, i.e., not overdue under applicable vendor terms); (iii) all face amounts of any outstanding letters of credit issued by/or on behalf of any of the Companies or the Subsidiaries; (iv) all obligations of any of the Companies and the Subsidiaries arising under acceptance facilities; (v) all guaranties, endorsements and other contingent obligations of any of the Companies and the Subsidiaries to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vi) all obligations of the Companies and the Subsidiaries under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (vii) all obligations of the Companies and the Subsidiaries secured by any encumbrance on property; (viii) all obligations of the Companies and the Subsidiaries as lessee under any lease which has been or should be capitalized in accordance with generally accepted accounting principles in the United States (“GAAP”); (ix) all negative cash positions of the Companies or the Subsidiaries; (x) any unpaid transaction expenses of Shareholders required to be paid by Shareholders pursuant to Section 9.8 which will require payment by any of the Companies or Subsidiaries subsequent to the Closing Date; (xi) any unpaid Taxes as of the Closing Date; and (xii) amounts received for products and/or services not yet rendered (i.e., deferred revenue); provided, however, that the letter agreement between J.X. Xxxxxx and PNC Bank, National Association, dated as of June 3, 1999, relating to an interest rate swap in the notional or nominal principal amount of $6,500,000 shall not be included in the calculation of the Debt Adjustment Amount.
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Examples of Debt Adjustment Amount in a sentence

  • In the event INT'X.xxx or its Subsidiaries shall breach the covenants in Section 5.6 hereof, the aggregate amount of all breaches of such Section 5.6 shall be deemed to be the "Debt Adjustment Amount" for purposes of this Agreement.

  • Parent hereby acknowledges that pursuant to Section 8.2(b) INT'X.xxx may incur additional indebtedness of up to $1 million and, in accordance with Section 5.6 of the Parent Disclosure Schedule, such $1 million of additional indebtedness shall not result in a material adverse effect on the Business Condition of INT'X.xxx if such additional indebtedness is treated as a Debt Adjustment Amount.

  • The sum of (i) the amount calculated above and (ii) Thirty-Five Million Dollars ($35,000,000) shall be referred to herein as the "Target Net Debt Amount." To the extent the Actual Debt Amount exceeds the Target Net Debt Amount (any such excess, the "Debt Adjustment Amount"), Stockholder shall, simultaneously with the Stock Purchase Closing, pay the Debt Adjustment Amount to the Company.

  • In the event that the Net Debt Adjustment Amount is less than zero, the Purchaser shall pay to the Equity Sellers the absolute value of such amount, in the manner and with interest as provided in Section 3.2(g).

  • Within two hundred ten (210) days after the end of the eighth Measurement Period, Buyer will provide to Seller documentation of the calculation of the Bad Debt Adjustment Amount and in accordance with this Agreement.

  • With respect to any disputed amounts pertaining to either the Closing Date Working Capital or Debt Adjustment Amount, the Shareholders’ Representative and Lincoln Electric shall negotiate in good faith during the 30-day period (the “Resolution Period”) after the date of Lincoln Electric’s receipt of the notice referred to in the preceding two sentences to resolve any such disputes.

  • On the same day, the Company entered into a shareholders’ agreement with LF Logistics and the Investor in respect of LF Logistics, pursuant to which the Investor is granted certain governance and exit rights.The Initial Consideration of US$300 million was paid in cash by the Investor to LF Logistics, subject to adjustment for the Net Debt Adjustment Amount payable on the Post-Completion Payment Date.

  • Covenant shall then determine the Debt Adjustment Amount and Working Capital Adjustment Amount based upon the Closing Balance Sheet and shall deliver the Closing Balance Sheet and its determination of the Debt Adjustment Amount and Working Capital Adjustment Amount (together with sufficient documentation and working papers to explain how such calculations were performed) to the Stockholder Representative within thirty (30) days after the Closing Date.

  • The Coyote Net Debt Adjustment Amount, the Coyote Net Transaction Expense Adjustment Amount, the Unvested Coyote Restricted Unit Shares, the Specified Payments Amount and the Interim Period Share Issuance Amount (including the components thereof) reflected in the Closing Statement shall be prepared in accordance with the applicable definitions set forth in this Agreement.

  • The final Purchase Price shall be an amount equal to the Purchase Price plus the Net Debt Adjustment Amount, if any (together with any increases required, if any pursuant to Sections 5.4(c) and 10.11, in exchange for such number of Ordinary Shares, if any, as contemplated by Sections 5.4(c) and 10.11 (but without duplication of any amount already calculated pursuant to Section 2.1(a))).


More Definitions of Debt Adjustment Amount

Debt Adjustment Amount means the sum of (i) the aggregate principal amount and accrued interest of all Indebtedness of the Conveyed Companies outstanding at the Closing and (ii) the Identified Pension Adjustment Amount.
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Debt Adjustment Amount means the aggregate amount of the following, without duplication, as of 11:59 p.m. EST on the Closing Date, as set forth in the Projected Closing Statement prepared and delivered pursuant to Section 1.2(c): (i) all indebtedness of the Companies and the Subsidiaries for borrowed money, including any interest accrued thereon; (ii) all indebtedness of the Companies and the Subsidiaries for the deferred purchase price of property or services, including any interest accrued thereon (except any trade payable in the Ordinary Course of Business that is a current account payable, i.e., not overdue under applicable vendor terms); (iii) all face amounts of any outstanding letters of credit issued by/or on behalf of any of the Companies or the Subsidiaries; (iv) all obligations of any of the Companies and the Subsidiaries arising under acceptance facilities; (v) all guaranties, endorsements and other contingent obligations of any of the Companies and the Subsidiaries to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vi) all obligations of the Companies and the Subsidiaries under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (vii) all obligations of the Companies and the Subsidiaries secured by any encumbrance on property; (viii) all obligations of the Companies and the Subsidiaries as lessee under any lease which has been or should be capitalized in accordance with generally accepted accounting principles in the United States (“GAAP”);
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Debt Adjustment Amount means an amount (which shall be equal to zero or negative) equal to (a) $28,500,000 minus (b) the Target Date Debt Amount.
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Debt Adjustment Amount shall have the meaning set forth in Section 1.5(a)(v) hereof.
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Debt Adjustment Amount means that amount by which the Debt is greater or less than the Estimated Debt and which, if the Debt is greater than the Estimated Debt, shall be expressed as a negative number and, if less than the Estimated Debt, shall be expressed as a positive number;
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Debt Adjustment Amount has the meaning set forth in (and shall be calculated in accordance with) the Merger Agreement.
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Related to Debt Adjustment Amount

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Adjusted Value as used in subdivision (d) means:

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Spread Adjustment means 100 basis points.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Combined Debt Amount means, as of any date, (i) the aggregate Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) and, without duplication, the aggregate amount of unused commitments under any Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).