Estimated Funded Debt definition

Estimated Funded Debt has the meaning set forth in Section 2.3(a).
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Estimated Funded Debt shall have the meaning set forth in Section 2.2(c) hereof.
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Estimated Funded Debt means the amount of Funded Debt set forth in the Estimated Closing Statement; (w) “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; for purposes of this definition, control when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings correlative to the foregoing; (x) “Indebtedness” shall mean any of the following with respect to the Company and its Subsidiaries: (i) any obligations for borrowed money; (ii) any obligations evidenced by bonds, debentures, notes or other similar instruments; (iii) any obligations as a lessee under leases that are required under GAAP to be treated as capital leases or to pay the deferred and unpaid purchase price of any business, line of business, property or equipment (including obligations related to earn-out arrangements) other than to the extent such obligations are taken into account in the calculation of Net Working Capital; (iv) all net cash payment obligations under swaps, options, derivatives and other hedging Contracts that would be payable upon the termination thereof (calculated assuming termination on the date of determination); (v) any accrued and unpaid interest, premiums, fees, charges, reimbursements and other expenses owed with respect to the foregoing, including, but not limited to, prepayment penalties; (vi) any guarantee of any of the foregoing types of Indebtedness referred to in clauses (i)-(v) of any Person; (vii) all Indebtedness of any other Person secured by a Lien on any property or asset the Company; and (viii) any Accrued Taxes; provided, that Indebtedness shall not include undrawn letters of credit, surety bonds and similar instruments,
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Examples of Estimated Funded Debt in a sentence

  • No later than three (3) days prior to the Closing Date, Buyer and Seller shall agree to a good faith estimate of the Company's Adjusted Working Capital and Funded Debt at Closing (the "Estimated Adjusted Working Capital" and "Estimated Funded Debt", respectively).

  • If the 1999 Funded Debt, as finally determined, is greater than the Estimated Funded Debt, Sellers will, on the Final Payment Date, pay to the Purchaser an amount, in cash, equal to such difference.

  • The Estimated Purchase Price shall be equal to CHF 188,400,000.-- less the sum of (i) the Estimated Funded Debt Amount and (ii) the amount, if any, by which CHF 59,000,000.-- exceeds the Estimated Net Working Capital Amount plus or minus, as the case may be, (iii) the Estimated EBITDA Adjustment.

  • The results in this section say that when these prospects are not very likely to be good, the firm acts as if they were indeed relatively bad, as proving otherwise would be too costly.

  • The Seller shall have delivered to the Buyer the Estimated Funded Debt Calculation in accordance with Section 1.03(a).

  • If Purchaser objects to such determination, Purchaser and Seller shall work in good faith to determine a mutually acceptable Estimated EBITDA and Estimated Funded Debt.

  • If the 1999 Funded Debt, as finally determined, is less than the Estimated Funded Debt, Purchaser will, on the Final Payment Date, pay to Sellers an amount, in cash, by wire transfer of immediately available funds, equal to such difference.

  • At least ten (10) days prior to Closing, the Company shall furnish to Purchaser a statement setting forth the Company's good faith determination of the 1999 EBITDA (the "Estimated EBITDA") and the 1999 Funded Debt (the "Estimated Funded Debt").

  • At Closing, Purchaser shall pay to Sellers, pro rata, by wire transfer of immediately available funds, an amount equal to the sum of (i) the Estimated EBITDA multiplied by 5.5 minus (ii) Two Million One Hundred Thousand Dollars ($2,100,000) minus (iii) the Estimated Funded Debt (collectively, the "Initial Purchase Price") minus the Withheld Amount (as defined below).


More Definitions of Estimated Funded Debt

Estimated Funded Debt means the amount of Funded Debt set forth in the Estimated Closing Statement; and (z) “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; for purposes of this definition, control when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlling” and “controlled” shall have meanings correlative to the foregoing.
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Estimated Funded Debt has the meaning specified in Section 3.3.
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Related to Estimated Funded Debt

  • Consolidated Funded Debt means Funded Debt of the Consolidated Group determined on a consolidated basis in accordance with GAAP.

  • Consolidated Funded Indebtedness means, as of any date of determination with respect to the MLP and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) all obligations for borrowed money (including the Obligations) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by the MLP or a Subsidiary (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by the MLP or such Subsidiary or is limited in recourse; (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (f) above of another Person; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

  • Total Funded Debt means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

  • Consolidated Fund means the Consolidated Fund established by this Constitution;

  • Funded Debt means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • Consolidated Total Funded Debt means, as of the date of determination, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.

  • Consolidated Scheduled Funded Debt Payments means for any period for the Borrower and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on Consolidated Funded Indebtedness, as determined in accordance with GAAP. For purposes of this definition, “scheduled payments of principal” (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Indebtedness in respect of Capital Leases, Securitization Transactions and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.05.

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Senior Funded Debt means all Funded Debt (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Total Net Funded Debt means, as at any relevant date:

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

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Target Net Working Capital Amount means $5,000,000.

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Contribution Indebtedness means Indebtedness or Disqualified Stock of the Company or any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than the proceeds from the issuance of Disqualified Stock or any cash contribution by an Issuer or a Restricted Subsidiary) made to the capital of the Company or a Restricted Subsidiary after the Issue Date (whether through the issuance of Capital Stock or otherwise); provided that such Contribution Indebtedness is incurred within 180 days after the making of the related cash contribution.

  • Scheduled Funded Debt Payments means, as of any date of determination for the Borrower and its Subsidiaries, the sum of all scheduled payments of principal on Funded Debt for the applicable period ending on the date of determination (including payments due on Capital Leases and mortgaged real properties (including any Mortgaged Properties) during the applicable period ending on the date of determination).

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on the Collateral.

  • Nonrecourse Indebtedness means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

  • Adjusted Funds From Operations means, for any period, Net Cash Flows From Operating Activities for such period plus Interest Expense for such period minus (x) the portion (but not less than zero) of Net Cash Flows From Operating Activities for such period attributable to any consolidated Subsidiary that has no Debt other than Nonrecourse Indebtedness and (y) After-Tax Transitional Funding Instrument Revenue for such period.

  • Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.