Final Debt definition
Final Debt means the amount due is no longer negotiable and that the
Final Debt has the meaning ascribed to such term in Section 2.6(a).
Final Debt. “Final Working Capital Surplus” or “Final Working Capital Deficiency” and “Final Growth Capital Expenditures”, respectively. If the Representatives deliver the Objection Notice within such 45-day period, then Parent and the Representatives shall endeavor in good faith to resolve the objections, for a period not to exceed fifteen (15) days from the date of delivery of the Objection Notice. If at the end of the 15-day period there are any items that remain in dispute, then the remaining items in dispute shall be submitted for resolution to a “big four” accounting firm to be selected jointly by the Representatives and Parent within the following five (5) days or, if the Representatives and Parent are unable to mutually agree within such five-day period, such accounting firm shall be Xxxxx Xxxxxxxx LLP (such jointly selected accounting firm or Xxxxx Xxxxxxxx LLP, the “Referee”). The Referee shall determine any unresolved items within thirty (30) days after the items that remain in dispute are submitted to it. If any items are submitted to the Referee for resolution, (i) each party shall furnish to the Referee such relevant workpapers and other relevant documents and information relating to such items as the Referee may request and are available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee; (ii) to the extent that a value has been assigned to any item that remains in dispute, the Referee shall not assign a value to such item that is greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party; (iii) the determination by the Referee of Final Cash, Final Debt, Final Working Capital Surplus, Final Working Capital Deficiency, and Final Growth Capital Expenditures, as set forth in a written notice delivered to both parties by the Referee, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof; and (iv) the fees and expenses of the Referee shall be paid by the Parent, provided that Parent will be entitled to a credit for 50% of such fees and expenses on the Final Closing Statement a...
Examples of Final Debt in a sentence
The Loan Amount and Administrative Fee shall be payable by the Borrower/Grantee to the Lender/Grantor in annual installments on June 1 beginning after expiration of the Interim Period and continuing through the expiration of the last Loan Payment due as outlined in the Final Debt Service Schedule.
Payment of the difference shall be made by each Seller in same-day funds to the current account notified by each Purchaser to each Seller for such purpose in the non-extendible period of 5 Business Days following notice of the Final Debt by PWC or the date when the Parties have reached an agreement on the Final Debt.
If the Seller does not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by the Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance.
Final Debt Service Amendment as of June 30, 2017 Approve the attached Final Debt Service Amendment as of June 30, 2017.
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More Definitions of Final Debt
Final Debt means the amount due is no longer negotiable and that the debtor has no further right of administrative and judicial review.
Final Debt means Closing Debt (a) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c); or (b) if a Dispute Notice with respect thereto is duly delivered pursuant to Section 3.2(c), (i) as agreed by the Stockholders’ Representative and Buyer pursuant to Section 3.2(d) or (ii) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d); provided, however, that in no event shall Final Debt be more than Buyer’s calculation of Closing Debt delivered pursuant to Section 3.2(b) or less than the Stockholders’ Representative’s calculation of Closing Debt delivered pursuant to Section 3.2(c).
Final Debt means the Closing Working Capital and Closing Date Debt as shown in the Final Closing Statement.
Final Debt shall have the meaning indicated in Section 3.3.c of Clause Third hereof. Outstanding Clauses of the Letter of Offer: shall have the meaning indicated in Section 12.1 of Clause Twelfth hereof. CLP: Chilean pesos, legal tender in the Republic of Chile.
Final Debt means Closing Debt: (a) as shown in Buyer’s calculation delivered pursuant to Section 3.2(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.2(c); or (b) if such a notice of disagreement is delivered, (i) as agreed by the Stockholders’ Representatives and Buyer pursuant to Section 3.2(d) or (ii) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d); provided, however, that in no event shall Final Debt be more than Buyer’s calculation of Closing Debt delivered pursuant to Section 3.2(b) or less than the Stockholders’ Representatives’ calculation of Closing Debt delivered pursuant to Section 3.2(c).
Final Debt means the Closing Date Debt: (i) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 2.4(b) or (y) if such a Notice of Disagreement is so delivered, as agreed to by the Stockholders and Buyer pursuant to Section 2.4; or (ii) if such Notice of Disagreement is so delivered and in the absence of such an agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 2.4.
Final Debt means any debt in which the amount due is no longer negotiable and that the debtor has no further right of administrative and or judicial review rights to challenge the validity of the debt or the amount owed.