Final Closing Debt definition

Final Closing Debt means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b).
Sample 1Sample 2Sample 3
Final Closing Debt has the meaning given to it in Section 2.6(c).
Sample 1Sample 2Sample 3
Final Closing Debt has the meaning set forth in Section 2.5(d). “Final Closing Statement” has the meaning set forth in Section 2.5(d).
Sample 1

Examples of Final Closing Debt in a sentence

  • The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

  • Integrity is a measure of the safety gain that is provided by a risk mitigation.

  • Upon final determination of Final Closing Debt in accordance with Section 1.4(c), if the Final Closing Debt is greater than the Estimated Closing Debt, then Sellers (who shall have joint and several liabilities for such payment) shall pay to Buyer in cash an amount equal to such excess by wire transfer to the account specified in writing by Buyer.

  • Any payments to be made pursuant to Section 1.3(f) will be made by Buyer or Sellers, as applicable, by wire transfer of immediately available funds to an account designated by Buyer or Sellers, as applicable, within five Business Days after Final Net Working Capital, Final Closing Debt and the Final Financial Statements become final and binding on the Parties.

  • If Estimated Debt exceeds Closing Debt set forth on the Final Closing Debt Statement, then the Purchase Price shall be adjusted upward in an amount equal to such excess and Purchaser shall pay the amount of such excess to Seller by wire transfer in immediately available funds on or before the fifth Business Day following the Settlement Date.

  • Subject to Section 6.5(b), upon final determination of Final Closing Debt in accordance with Section 1.4(c), if the Final Closing Debt is less than the Estimated Closing Debt, then Buyer shall pay to Agent in cash an amount equal to such excess by wire transfer to the account specified in writing by Agent.

  • Montgomery No. 19884, 2003-Ohio-6893, ¶ 32 (“the court correctly held that aiding and abetting common law fraud is not cognizable in law.”); Childs v.

  • The Reviewing Accountant’s calculation of the Company Closing Cash, Company Closing Debt and Company Closing Net Working Capital shall be shall be considered for all purposes of this Agreement as being the Final Closing Cash, Final Closing Debt and Final Net Working Capital.

  • The Proposed Closing Balance Sheet and the calculation of Proposed Closing Working Capital and Proposed Closing Debt Free Deductions set forth therein, after giving effect to any Agreed Adjustments and to the resolution of any Remaining Disputed Items set forth in the Adjustment Report, shall be deemed to be final and binding on the Parties as the Final Closing Balance Sheet, the Final Closing Working Capital and the Final Closing Debt Free Deductions for purposes of this Agreement.

  • The Union President and two other classified bargaining unit members, whom the President will appoint, shall be given the opportunity to consult with the Superintendent in formulating a calendar recommendation to the school board.


More Definitions of Final Closing Debt

Final Closing Debt means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b). “Final Net Working Capital” means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b). “Final Transaction Expenses” means the Closing Transaction Expenses, as finally agreed or determined in accordance with Section 2.4(b). “FLSA” has the meaning set forth in Section 3.16(a). “Fraud” means common law fraud (with scienter), as determined under Delaware Law. “Fundamental Representations of the Company” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Company Subsidiaries), Section 3.3 (Power, Authorization and Validity), Section 3.4 (Capitalization of the Company), Section 3.5(a) (No Conflicts With Charter Documents) and Section 3.18 (No Brokers). “Fundamental Representations of the Sellers” means the representations and warranties of the Sellers and the Seller Guarantors set forth in Section 4.1 (Power, Authorization and Validity), Section 4.2 (Title) and Section 4.5 (Brokers). “Good Reason” means, with respect to any Earn-Out Recipient, the occurrence of one or more of the following without such Earn-Out Recipient’s consent: (A) the Company reduces the amount of such Earn-Out Recipient’s base salary, unless the reduction is in the same proportion required of all corporate
Sample 1
Final Closing Debt means Closing Debt (i) as shown in the Closing Statements delivered pursuant to Section 2.8(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.8(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Buyer and Parent pursuant to Section 2.8(c) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 2.8(c).
Sample 1
Final Closing Debt is defined in Section 2.03(g).
Sample 1

Related to Final Closing Debt

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

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

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

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

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

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

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

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

  • 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.

  • First Closing has the meaning set forth in Section 2.1(a).

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

  • 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.

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

  • Funding Debt means any Debt incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Additional Closing has the meaning set forth in Section 2.3.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities pursuant to 35 Ill. Adm. Code 724 and 725 are no longer conducted at the facility unless subject to the provisions of 35 Ill. Adm. Code 722.134.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

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