Final Closing Date Debt definition

Final Closing Date Debt means all Debt of Premise, as of 11:59 p.m. on the Closing Date, including (i) capital lease obligations and (ii) the Payoff Amounts whether or not paid as of such date and time.
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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 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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Examples of Final Closing Date Debt in a sentence

  • 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.

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

  • 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.

  • 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.

  • The Closing Date Debt Level of each Contributing Company, as finally determined (whether by failure of the Representative of the former stockholders or 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.

  • The Effective Time Company Holders shall promptly pay the entire amount of the expenses of the Unrelated Accounting Firm if the Unrelated Accounting Firm determines Eclipsys to be correct in its determination, net in the aggregate, of the Final Closing Date Net Working Capital, the Final Closing Date Cash and the Final Closing Date Debt.

  • 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.


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”).
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Final Closing Date Debt is defined in Section 2.4(e).
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Final Closing Date Debt is defined in Section 2.4(e).
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Related to Final Closing Date Debt

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

  • 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 shall have the meaning set forth in Section 2.3.2.

  • 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.

  • 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 2.4(e).

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

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

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

  • Closing Date Term Loans as defined in Section 2.1.

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

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