Final Closing Indebtedness Amount has the meaning specified in Section 4.5(c).
Final Closing Indebtedness Amount for purposes of this Agreement. The calculation of the Closing Transaction Expense Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Transaction Expense Amount” for purposes of this Agreement. The calculation of Net Working Capital, as finally determined pursuant to this Section 4.5, shall constitute the “Final Working Capital” for purposes of this Agreement. The calculation of the Closing Receivables Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Receivables Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Bond Exchange and Assumption Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Bond Exchange and Assumption Amount” for purposes of this Agreement. The calculation of the Closing Performance Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Performance Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Capex Deficiency, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Capex Deficiency” for purposes of this Agreement. The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.
Final Closing Indebtedness Amount means the Closing Indebtedness Amount set forth in the Final Closing Statement.
Examples of Final Closing Indebtedness Amount in a sentence
To the extent a Tax liability specifically reflected in the Final Closing Indebtedness Amount or Final Working Capital exceeds the amount of such Tax actually paid by Buyer or the Acquired Companies, such difference shall be treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Buyer with respect to, as described in the prior sentence.
With respect to any Company Plan providing for retention, sign-on or similar bonuses, Buyer shall assume all outstanding Liabilities and obligations of Seller and its Affiliates to each Transferred Employee under any such Company Plan solely to the extent such Liabilities and obligations (and the employer portion of any payroll taxes payable in respect thereof) are fully accrued as a Liability in the calculation of the Final Closing Indebtedness Amount.
More Definitions of Final Closing Indebtedness Amount
Final Closing Indebtedness Amount means the Closing Indebtedness Amount, as deemed final, binding, and conclusive in accordance withSection 2.08.
Final Closing Indebtedness Amount has the meaning set forth in Section 2.06(c)(v).
Final Closing Indebtedness Amount means the Closing Indebtedness Amount, as deemed final, binding, and conclusive in accordance with Section 2.08.
Final Closing Indebtedness Amount with respect to the final determination of the amount of any Indebtedness of CECity and CECity Subsidiary of the Effective Time.
Final Closing Indebtedness Amount means the dollar amount of the Closing Indebtedness as of 12:01 a.m. Mountain Time on the Closing Date, as deemed final, binding, and conclusive in accordance with Section 2.06.
Final Closing Indebtedness Amount means the Closing Indebtedness as ultimately determined in accordance with this Section 2.06, (C) “Final Seller Transaction Expense Amount” means the Seller Transaction Expenses as ultimately determined in accordance with this Section 2.06, (D) “Final Change of Control Payments” means the Change of Control Payments as ultimately determined in accordance with this Section 2.06, (E) “Final Paid Executory Period CapEx” means the Paid Executory Period CapEx as ultimately determined in accordance with this Section 2.06, and (F) “Final Closing Cash Amount” means the Closing Cash as ultimately determined in accordance with this Section 2.06, in each case, whether ultimately determined (1) as a result of the failure of the Purchaser to deliver a Post-Closing Statement within the time period required by Section 2.06(a) (in which case the amounts set forth in the Pre-Closing Statement shall be final, binding and conclusive on the Parties for all purposes of this Agreement), (2) as a result of the failure of the Seller Representative to deliver an Objection Notice within the time period required by Section 2.06(b) (in which case the amounts set forth in the Post-Closing Statement shall be final, binding and conclusive on the Parties for all purposes of this Agreement), (3) by agreement of the Parties pursuant to Section 2.06(c) or (4) by the Accounting Referee pursuant to Section 2.06(c), or any combination of the foregoing, and such amounts as so determined shall be final, binding and conclusive on the Parties for all purposes of this Agreement.
Final Closing Indebtedness Amount mean the amount of such items: (i) as shown in the Adjustment Statement delivered by Parent to the Seller pursuant to Section 2.11(a) if no Adjustment Notice of Objection with respect thereto is timely delivered by the Seller to Parent pursuant to Section 2.11(c); or (ii) if an Adjustment Notice of Objection is so delivered: (A) as agreed by Parent and the Seller pursuant to Section 2.11(c); or (B) in the absence of such agreement, as determined in the Independent Expert’s report delivered pursuant to Section 2.11(c).