Final Closing Net Indebtedness definition

Final Closing Net Indebtedness means: (a) the Indebtedness as of 11:59 PM Eastern time on the Business Day immediately prior to the Closing Date; less (b) the Company’s and the Subsidiaries’ aggregate Cash as of 11:59 PM Eastern time on the Business Day immediately prior to the Closing Date, as finally determined in accordance with Section 3.4.
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Final Closing Net Indebtedness means (i) Closing Net Indebtedness as shown in the Closing Statement delivered (or deemed to have been delivered) by the Buyer to the Sellers’ Representative pursuant to Section 2.4(b) if no Dispute Notice with respect thereto is timely delivered by the Sellers’ Representative to the Buyer pursuant to Section 2.4(c), or (ii) if a Dispute Notice is so delivered, (A) as agreed between the Buyer and the Sellers’ Representative pursuant to Section 2.4(d) or (B) in the absence of such agreement, as determined in the Independent Accountant’s report delivered pursuant to Section 2.4(d).
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Final Closing Net Indebtedness means (i) Estimated Closing Net Indebtedness as shown in the Estimated Statement if the Buyer does not timely deliver the Closing Statement to the Sellers’ Representative pursuant to Section 2.4(b), (ii) Closing Net Indebtedness as shown in the Closing Statement delivered by the Buyer to the Sellers’ Representative pursuant to Section 2.4(b), (A) if Closing Net Indebtedness is equal to Estimated Closing Net Indebtedness or (B) if no Dispute Notice with respect thereto is timely delivered by the Sellers’ Representative to the Buyer pursuant to Section 2.4(c), or (iii) if a Dispute Notice is so delivered, (A) as agreed between the Buyer and the Sellers’ Representative pursuant to Section 2.4(d) or (B) in the absence of such agreement, as determined in the Independent Accountant’s report delivered pursuant to Section 2.4(d).
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Examples of Final Closing Net Indebtedness in a sentence

  • In the event the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively.


More Definitions of Final Closing Net Indebtedness

Final Closing Net Indebtedness has the meaning set forth in Section 2.4(e).
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Final Closing Net Indebtedness means the Closing Net Indebtedness (a) as shown in Buyers' calculation delivered pursuant to Section 2.9(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.9(b), or (b) if such a notice of disagreement is delivered, (i) as agreed by Buyers and Sellers pursuant to Section 2.9(c) or (ii) in the absence of such agreement, as shown in the Independent Accounting Firm's calculation delivered pursuant to Section 2.9(c); provided, that in no event will Final Closing Net Indebtedness be more than Buyers' calculation of Closing Net Indebtedness delivered pursuant to Section 2.9(a) or less than Sellers' calculation of Closing Net Indebtedness delivered pursuant to Section 2.9(b).
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Related to Final Closing Net Indebtedness

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

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

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

  • Net Indebtedness means, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness, determined as of and immediately prior to the Closing.

  • Closing Indebtedness means the Indebtedness of the Company that remains outstanding and unpaid as of immediately prior to the Closing.

  • Closing Indebtedness Amount has the meaning set forth in Section 1.4.

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

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Consolidated First Lien Net Debt means, as of any date of determination, the aggregate principal amount of Consolidated Net Debt on such date that is secured by a Lien on any asset of the Borrower and its Restricted Subsidiaries as of such date, but excluding such Indebtedness to the extent secured on a junior lien basis to the Obligations.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

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

  • Consolidated Net Indebtedness means at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

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

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated First Lien Indebtedness means Consolidated Total Indebtedness as of any date of determination that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries, which Lien does not rank junior in priority to the Liens securing the Secured Obligations.

  • Consolidated Total Net Indebtedness means, as of any date of determination, (a) Consolidated Total Indebtedness minus (b) the Unrestricted Cash Amount.

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

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

  • Estimated Indebtedness has the meaning set forth in Section 2.3(a).

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.