Final Company Debt definition

Final Company Debt has the meaning set forth in Section 2.3(b).
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Final Company Debt has the meaning assigned to it in Section 1.4(g).
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Final Company Debt means the Company Debt as of the Closing as finally determined in accordance with Section 2.3.
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Examples of Final Company Debt in a sentence

  • Such amounts payable to Seller pursuant to this Section 1.4.5(b) shall be paid by Buyer within five (5) Business Days from the date on which the Final Company Cash, the Final Company Debt and the Final Transaction Expenses are finally determined pursuant to Section 1.4.3 by bank wire transfer of immediately available funds to the accounts designated in writing by Seller to Buyer.

  • If the amount of Final Company Debt is less than the amount of Company Debt indicated in the Company Closing Financial Certificate, then Acquirer shall cause the full amount of such difference to be deposited in cash with the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Escrow Distribution Pro Rata Shares, subject to the Company Securityholder Payment Procedures.

  • In the event the Final Company Debt exceeds the Company Debt, Purchaser shall reduce the Purchase Price by the amount of such excess; provided, however, that in no event may such adjustment exceed the Holdback Amount (the "Debt Adjustment").

  • Such amounts payable to Buyer pursuant to this Section 1.4.5(a)(ii) shall be paid to Buyer within five (5) Business Days from the date on which the Final Company Cash, the Final Company Debt and the Final Transaction Expenses are finally determined pursuant to Section 1.4.3 by bank wire transfer of immediately available funds to the accounts designated in writing by Buyer.

  • Within sixty (60) days following receipt by the Representative of the Closing Statement, the Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Disagreement”).

  • Within 60 days after the Closing Date, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a closing statement (the “Closing Statement”), setting forth the Buyer’s proposed calculation of (i) the Final Cash, (ii) the Final Net Working Capital, (iii) the aggregate amount of the Final Company Debt, (iv) the aggregate amount of the Final Selling Expenses, and (v) the Final Adjustment.

  • Within 60 days following receipt by the Seller Representative of the Closing Statement, the Seller Representative shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Seller Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Disagreement”).

  • With respect to the Stockholders or former non-employee holders of Options, such amounts shall be paid by Buyer within five Business Days from the date on which the Final Working Capital, Final Cash, Final Company Debt and Final Selling Expenses are finally determined pursuant to Section 2.3(c) by bank wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative to Buyer.


More Definitions of Final Company Debt

Final Company Debt. “Final Transaction Expenses” and “Final Adjustment Amount” means Company Debt, Transaction Expenses and the Adjustment Amount, respectively, as finally agreed or determined in accordance with this Section 1.4 and (ii) “Final Cash Consideration” means the adjusted Cash Consideration calculated using Final Company Debt, Final Transaction Expenses and the Final Adjustment Amount.
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Final Company Debt means the Company Debt, “Final Closing Cash” means the Closing Cash, “Final Unpaid Transaction Expenses” means the Unpaid Transaction Expenses, in each case, as finally agreed or determined in accordance with Section 1.4(d).
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Final Company Debt means Closing Company Debt, in each case, (i) as shown in Parent’s calculation(s) delivered pursuant to Section 1.10(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.10(c) or (ii) if such a notice of disagreement is delivered, (A) as agreed by Parent and the Stockholder Representative pursuant to Section 1.10(d) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation(s) delivered pursuant to Section 1.10(d).
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Related to Final Company Debt

  • Company Debt means (a) all indebtedness for borrowed money, and (b) all obligations evidenced by notes, bonds, debentures or other similar instruments of the Company and its Subsidiaries.

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Final Cash has the meaning set forth in Section 3.2(b).

  • Working Capital Escrow Amount means $2,000,000.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Required Capital Amount has the meaning set forth in Section 5(e) of this Supplement.

  • Required Capital Level means an amount of capital equal to 0.5% of the initial principal amount of the Securitization Bonds.

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

  • Target Working Capital Amount means $75,000,000.

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

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

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

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

  • Target Net Working Capital Amount means $5,000,000.

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Working Capital Surplus means the amount by which the Working Capital is greater than the Target Working Capital Amount.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

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

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Per Unit Capital Amount means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Target Capital Account means the Capital Account of a Member as of the end of each fiscal year, increased by any amount that such Member is obligated to restore under this Agreement, is treated as obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore under the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and (i)(5).