Final Closing Date Indebtedness definition

Final Closing Date Indebtedness has the meaning set forth in Section 1.03(a).

Final Closing Date Indebtedness means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).

Final Closing Date Indebtedness means the Closing Date Indebtedness as finally determined pursuant to Section 3.9.

Examples of Final Closing Date Indebtedness in a sentence

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

• The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “ Final Purchase Price ”).

• The aggregate consideration for the Transferred Subsidiaries Interests, Transferred Assets and Assumed Liabilities shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).

• During this thirty (30) day period, the Purchaser and the Surviving Corporation shall provide the Shareholders Representative, upon reasonable prior notice, with reasonable access to books, records, work papers, auditors and personnel to the extent relevant to the determination of the Final Net Working Capital, the Final Cash and Cash Equivalents, the Final Closing Date Indebtedness and/or the Final Transaction Expenses.

• Any amount payable in respect of the Purchase Price Adjustment shall be due and payable ten (10) Business Days after the date that all of the Final Closing Net Working Capital, the Final Closing Date Indebtedness and the Final Closing Date Cash have become final and binding on the parties and shall bear interest from and including the Accounting Effective Time to but excluding the actual date of payment at 5.0% per annum.

• The Stockholders’ Representative shall have 30 Business Days from the date of receipt of the Final Closing Balance Sheet to review the computation of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness.

• The aggregate consideration for the Equity Interests shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).

• Sellers’ Representative and each Seller shall be deemed to have accepted the Final Closing Balance Sheet in its entirety, and to have agreed with all items and amounts contained in the Final Closing Balance Sheet and Buyer’s calculations of the Final Net Working Capital, the Final Closing Date Indebtedness and the Final Transaction Expenses if Sellers’ Representative fails to deliver such notice and explanation of any items it disputes at or before the end of such 30-day review period.

• Groups wishing to address the FMATS Technical Committee should select a representative to present the group’s position to the committee.

• Without limiting the generality of the foregoing, no Indemnified Party shall be able to recover any Loss for which it is otherwise entitled to indemnification under this Agreement if such Loss has already been taken into account in determining the Final Net Working Capital, Final Closing Date Cash, Final Closing Date Indebtedness or Final Closing Date Company Transaction Expenses in accordance with Section 1.11.

More Definitions of Final Closing Date Indebtedness

Final Closing Date Indebtedness means: (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness set forth in the Closing Statement; or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness, as agreed by Seller and Buyers pursuant to Section 1.3(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.3(c)(iii).

Final Closing Date Indebtedness means the final Company Debt as of immediately prior to the Closing, as determined pursuant to Section 1.05(b), which has become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c).

Final Closing Date Indebtedness means the definitive Closing Date Indebtedness agreed to (or deemed to be agreed to) by Buyer and Seller in accordance with Section 1.5(c) or resulting from the determinations made by the Neutral Auditor in accordance with Section 1.5(d) (in addition to those items theretofore agreed to by Seller and Buyer).

Final Closing Date Indebtedness has the meaning set forth in Section 2.12(a). “Final Net Working Capital” has the meaning set forth in Section 2.12(a).

Final Closing Date Indebtedness has the meaning set forth in the definition of “Net Adjustment Amount”.