Final Closing Date Indebtedness definition

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).
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Final Closing Date Indebtedness means the Closing Date Indebtedness as finally determined pursuant to Section 3.9.
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Final Closing Date Indebtedness has the meaning assigned to such term in Section 3.4(a)(ii).
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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”).

  • As used herein the “Net Debt Adjustment Amount” shall mean an amount equal to (u) the Final CapEx Adjustment Amount minus (v) the Estimated CapEx Adjustment Amount plus (w) the Final Closing Date Indebtedness Amount minus (x) the Estimated Closing Date Indebtedness Amount minus (y) the Estimated Cash plus (z) Final Cash.

  • Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment).

  • 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”).

  • If the Final Closing Date Indebtedness as finally determined pursuant to foregoing provisions of this Section 2.07 is greater than the Estimated Closing Date Indebtedness, Seller and the Seller Owners shall owe the excess to Buyer.


More Definitions of Final Closing Date Indebtedness

Final Closing Date Indebtedness has the meaning set forth in Section 1.11(e).
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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).
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Final Closing Date Indebtedness shall have the meaning set forth in Section 2.8(f).
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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) .
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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).
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Final Closing Date Indebtedness has the meaning set forth in the definition of “Net Adjustment Amount”.
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Final Closing Date Indebtedness as defined in Section 2.4(c)(iii).
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