Effective Date Financial Debt definition

Effective Date Financial Debt means the pro-forma consolidated amount of the line items set forth in Section 2 of Exhibit 6.2 under the heading “Effective Date Financial Debt” of the Target Companies in Euro as per the Effective Date, as determined on the basis of the Final Effective Date Balance Sheet.
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Effective Date Financial Debt means the aggregate amount (including any accrued interest thereon) of all (interest-bearing and non-interest bearing) liabilities of the Bakelite Group arising out of (i) borrowings (zinstragende und zinslose Darlehen) from banks or other third party lenders, (ii) balances on accounts with the RÜTGERS Group or any (direct or indirect) shareholder of RÜTGERS or entity affiliated with it (other than the Bakelite Group), (iii) unpaid purchase price considerations for businesses, order books or fixed assets (not included in trade payables) acquired by and transferred to the Bakelite Group prior to the Effective Date, and (iv) future commitments under financial leases (as defined under IAS 17) as of the Effective Date, in each case as specified for illustration purposes in Exhibit 2.1 (2). The Effective Date Cash and the Effective Date Financial Debt shall also include any claim of Bakelite against RÜTGERS for the compensation of any loss (Verlustausgleich) or any claim of RÜTGERS against Bakelite for the transfer of any profit (Gewinnabführung), respectively, in each case as arising under the domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) entered into between RÜTGERS and Bakelite, as amended on March 1, 2004, and as shown in the financial statements (Einzelabschluss) of Bakelite as of the Effective Date, to the extent that such claims have not been settled (also by way of advance payments) as provided for in Section 7.3 (b) as of the Effective Date.
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Effective Date Financial Debt means the aggregate, as at the Effective Date, of all liabilities in the nature of borrowings from third parties and interest accrued thereon (but excluding, for the avoidance of doubt, amounts owing to trade creditors arising in the ordinary course of business), receivables sold or discounted otherwise than on a non-recourse basis (if and to the extent that due to such measure cash or cash equivalents of the Company were increased, it being however understood that the Company has not borrowed against the receivables sold under a factoring agreement), Tax liabilities or obligations of any kind, all foreign exchange contracts and all derivative instruments (including, without limitation, any interest or currency protection, hedging or financial future transactions), finance leases (except for car leases) and any guarantee, counter-indemnity, letter of credit, indemnity or similar assurance against the financial loss of any person (including all costs and expenses payable on prepayment or repayment) and any deferred or contingent consideration payable by the Company in connection with the acquisition of any share capital, business, asset or undertaking; Exhibit 1.1
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Examples of Effective Date Financial Debt in a sentence

  • The Accounting Firm shall adjust the Effective Date Cash, Effective Date Financial Debt and Effective Date Working Capital as set forth in Purchaser’s calculation pursuant to Section 3.1 only if and to the extent it believes, on the basis of its determination pursuant to the two preceding sentences, that any such item is understated or overstated as a whole.

  • If such arrangements result in any receivable (including accrued interest) of the RÜTGERS Group, Purchaser shall acquire, on the Closing Date, such receivable which qualifies as Effective Date Financial Debt with effect as of the Effective Date for a consideration equal to its nominal amount (plus interest).

  • For the avoidance of doubt: any claim for severance payment shall not be considered as Effective Date Financial Debt Company.

  • The Consideration shall be the sum of: USD 19,500,000 (in words: Nineteen Million Five Hundred Thousand Dollars) (the “Base Amount”); plus the aggregate amount of the Effective Date Cash (as defined below); minus the aggregate amount of the Effective Date Financial Debt (as defined below); adjusted by the amount (either added or subtracted) that the Effective Date Working Capital (as defined below) differs from the Target Working Capital (as defined below) (the “Working Capital Adjustment”).

  • No adjustment shall be made if the Effective Date Cash (as defined in Section 4.3.5) exceeds the Effective Date Financial Debt (as defined in Section 4.3.3) or if the Effective Date Working Capital exceeds the amount of EUR 1,500,000.00 (in words: Euro one Million five hundred thousand).

  • Any matters covered by this Section 13 shall, for the avoidance of doubt, not be taken into account for purposes of the Effective Date Financial Debt or as reduction of Effective Date Net Working Capital.


More Definitions of Effective Date Financial Debt

Effective Date Financial Debt means the Financial Debt as shown in the Effective Date Financial Accounts.
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Effective Date Financial Debt means the pro-forma consolidated amount of the line items set forth in Section 2 of Exhibit 6.2 under the heading “Effective Date Financial Debt” of Cxxxxxx in Euro as per the Effective Date, as determined on the basis of the Final Effective Date Balance Sheet.
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Effective Date Financial Debt. Section 4.3.3 “Effective Date Net Debt” Section 4.3.2 “Effective Date Working Capital” Section 4.3.7 “Election Information” Section 3.2
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Effective Date Financial Debt. (Finanzverbindlichkeiten) is defined as the aggregate of and including accrued interest thereon until (and including) the Effective Date 4.3.3.1 all debt owed to banks, financial or other similar institutions (Verbindlichkeiten gegenüber Kreditinstituten) within the meaning of sections 298 para. 1 in conjunction with 266 para. 3 lit. C no. 2 of the German Commercial Code (HGB); 4.3.3.2 accruals (Rückstellungen) within the meaning of sections 298 para. 1 in conjunction with 266 para. 3 lit. B of the German Commercial Code (HGB) in relation to (i) pensions and comparable obligations (Rückstellungen für Pensionen und ähnliche Verpflichtungen), (ii) taxes (Steuerrückstellungen) and (iii) bonuses, profit sharing plans and related items; 4.3.3.3 advance payments received (erhaltene Anzahlungen auf Bestellungen) within the meaning of sections 298 para. 1 in conjunction with 266 para. 3 lit. C no. 3 of the German Commercial Code (HGB); 4.3.3.4 deferred income (passive Rechnungsabgrenzungsposten) within the meaning of sections 298 para. 1 in connection with 266 para. 3 lit. D of the German Commercial Code (HGB); 4.3.3.5 any payment for the Minority Shares which have not been made prior to the Effective Date; 4.3.3.6 any payment for transaction expenses relating to the acquisition of the Minority Shares not to exceed EUR 100,000.00 (in words: Euro hundred thousand), which have not been made prior to the Effective Date;
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Related to Effective Date Financial Debt

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Net Financial Debt ’ means “Gross Financial Debt” less “cash and cash equivalents”. This measure offers to the reader a global view of the Financial Debt without considering the payment terms and reduced by the effects of the available cash and cash equivalents to face these future payments.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Base Case Financial Model means a financial model prepared by the Borrower forecasting the revenues and expenditures of the Project for time periods through the Final Maturity Date and based upon assumptions and methodology provided by the Borrower and acceptable to the TIFIA Lender as of the Effective Date, which model shall be provided to the TIFIA Lender as a fully functional Microsoft Excel – based financial model or such other format requested by the TIFIA Lender.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

  • Financial Debt means a debt along with interest, if any, which is disbursed against the consideration for the time value of money and includes—

  • Qualified Financial Contract means a qualified financial contract as defined in 12 U.S.C. Section 1821(e)(8)(D).

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Restructuring Maturity Limitation Date means, with respect to a Valuation Obligation, the Limitation Date occurring on or immediately following the Credit Observation End Date. Notwithstanding the foregoing, if the final maturity date of the Restructured Bond or Loan with the latest final maturity date of any Restructured Bond or Loan occurs prior to the 2.5-year Limitation Date (such Restructured Bond or Loan, a "Latest Maturity Restructured Bond or Loan") and the Credit Observation End Date occurs prior to the final maturity date of such Latest Maturity Restructured Bond or Loan, then the Restructuring Maturity Limitation Date will be the final maturity date of such Latest Maturity Restructured Bond or Loan.

  • Modified Restructuring Maturity Limitation Date means with respect to a Reference Obligation, the date that is the later of (x) the Scheduled Maturity Date of the Notes and (y) 60 months following the Restructuring Date in the case of a Restructured Bond or Loan, or 30 months following the Restructuring Date in the case of all other Reference Obligations.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Interim Financing means any new financial assistance, provided by an existing or a new creditor, that includes, as a minimum, financial assistance during the stay of individual enforcement actions, and that is reasonable and immediately necessary for the debtor's business to continue operating, or to preserve or enhance the value of that business;

  • Applicable Financial Statements means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the “Pre-existing MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAC shall no longer exist.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.