Final Closing Date Debt definition

Final Closing Date Debt means all Debt of MediNotes, as of 11:59 p.m. on the Closing Date, including capital lease obligations and the obligations under the Stockholder Notes.
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Final Closing Date Debt has the meaning set forth in Section 2.5(a)(vi).
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Final Closing Date Debt is defined in Section 2.4(e).
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Examples of Final Closing Date Debt in a sentence

  • The Closing Date Debt Level of each Contributing Company, as finally determined (whether by failure of the Representative of the Selling Stockholders or Selling Members thereof to deliver a notice of objection to the Holding Company, by the agreement of the parties or by the final determination of Ernst & Young), shall be deemed to be, and shall be referred to herein, as the "Final Closing Date Debt Level" of such Contributing Company.

  • If the Final Closing Date Debt is less than the Estimated Closing Date Debt, the Purchase Price shall be increased by an amount equal to the difference.

  • If the Final Closing Date Debt is greater than the Estimated Closing Date Debt, the Purchase Price shall be decreased by an amount equal to the difference.

  • If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Final Closing Date Working Capital, the Final Closing Date Cash, the Final Closing Date Debt and the Final Closing Date Transaction Expenses and shall be the amounts agreed upon by them.

  • The determination of each of the Final Closing Date Net Working Capital, the Final Closing Date Cash Amount, the Final Closing Date Debt and the Final Closing Date Company Transaction Expenses Amount pursuant to Section 2.4(b) and Section 2.4(c) shall be determinative for purposes of this Agreement and final and binding on the Parties.

  • The resolution by the Unrelated Accounting Firm of the disputed amount, and the undisputed amounts, shall be final and binding on the parties for purposes of determining the Final Closing Date Net Working Capital, the Final Closing Date Cash and the Final Closing Date Debt, and the amounts owed by the parties under Sections 2.10(d), if any.

  • At the Closing, Eclipsys shall pay the Payoff Amounts to Silicon Valley Bank, provided that Premise shall be liable for the Payoff Amounts, and such amounts shall be included in the calculation of Estimated Closing Date Debt and Final Closing Date Debt and shall have the effect of decreasing the Estimated Purchase Price and the Purchase Price.

  • The Purchase Price will also be decreased on a dollar-for-dollar basis to the extent that the Mexican Closing Date Debt as reflected on the applicable Final Closing Date Debt Statement is greater than $21,347,825.

  • If, on the other hand, the Final Closing Date Debt Level of the Contributing Company shall be equal to or less than the Guaranteed Debt Level of such Contributing Company, the Escrow Agent shall be instructed to disburse to the Selling Stockholders or Selling Members of such Contributing Company share certificates evidencing the full number of Debt Level Escrow Shares so deposited on behalf of such former stockholders or members.

  • Eclipsys shall promptly pay the entire amount of the expenses of the Unrelated Accounting Firm if the Unrelated Accounting Firm determines the Stockholders’ Representative to be correct, net in the aggregate, in his or her determination of the Final Closing Date Net Working Capital, the Final Closing Date Cash and the Final Closing Date Debt.


More Definitions of Final Closing Date Debt

Final Closing Date Debt. The Proration Items set forth on the final Closing Statement determined pursuant to this Section 2.7 shall be netted against one another pursuant to the methodology set forth in Section 2.6 to determine the net amount of such Proration Items (such net amount is the “Final Proration Adjustment”).
Sample 1
Final Closing Date Debt means all Debt of MediNotes, as of 11:59 p.m. on the Closing Date, including capital lease obligations. For the avoidance of doubt, any obligations under the Stockholder Notes payable pursuant to Section 6.21(a), the aggregate liquidation preference payable pursuant to Section 6.21(b), and employee bonuses payable as a result of consummation of the Merger that are unpaid as of such date and time shall not be included in the amount of Debt of MediNotes in determining the Final Closing Date Debt.”
Sample 1

Related to Final Closing Date Debt

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

  • Final Closing means the last closing under the Private Placement;

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

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

  • Additional Closing Date has the meaning set forth in Section 3.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Second Closing Date means the date of the Second Closing.

  • Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.

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

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

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

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

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

  • 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).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Third Closing Date has the meaning set forth in Section 2.2(c).