Final Debt Amount definition

Final Debt Amount shall have the meaning set forth in Section 2.8(b).
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Final Debt Amount means the Debt Amount, as finally determined pursuant to Section 2.4(b).
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Final Debt Amount has the meaning specified in Section 1.05(b).
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Examples of Final Debt Amount in a sentence

  • If the Seller Representative disputes the Closing Balance Sheet, the Final Closing Net Working Capital, the Final Cash Amount and/or the Final Debt Amount determined by Buyer, then the Seller Representative shall deliver to Buyer a written statement (the "Dispute Notice") describing with reasonable detail the basis for any such dispute within thirty (30) calendar days after receiving the Closing Balance Sheet and calculation of the Final Closing Net Working Capital, Final Cash Amount and Final Debt Amount.

  • The proposed Closing Balance Sheet and the Final Closing Net Working Capital, Final Cash Amount and/or Final Debt Amount will be revised as appropriate to reflect the resolution of any such Claims pursuant to this Section 2.04(b)(i).

  • If the Seller Representative does not deliver the Dispute Notice to Buyer within such thirty (30) calendar day time period, then the determination of the Final Closing Net Working Capital, Final Cash Amount and Final Debt Amount shall be deemed final and accepted by the Seller Representative.

  • If such dispute is not finally resolved within thirty (30) calendar days after Buyer's receipt of the Dispute Notice, either Buyer or the Seller Representative may promptly thereafter cause BDO USA, LLP or another mutually acceptable third party accounting firm (the "Arbitrating Accountant") to promptly review this Agreement and the disputed items or amounts in determining the Final Closing Net Working Capital, Final Cash Amount and/or Final Debt Amount.

  • 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.

  • Additionally, the Purchase Price shall be adjusted [a] upward by [i] the amount by which the Final Cash Amount is greater than the Estimated Cash Amount and [ii] the amount by which the Final Debt Amount is less than the Estimated Debt Amount and [b] downward by [i] the amount by which the Final Cash Amount is less than the Estimated Cash Amount and [ii] the amount by which the Final Debt Amount is greater than the Estimated Debt Amount.

  • Within thirty (30) calendar days after submission to the Arbitrating Accountant for resolution, Buyer and the Seller Representative shall each indicate in writing their position on each disputed matter and each such Party's determination of the amount of the Final Closing Net Working Capital, Final Cash Amount and/or Final Debt Amount.

  • Purchaser shall be reimbursed by the Sellers for Taxes of the Company with respect to such periods within five (5) days before payment by Purchaser or any of its Affiliates (including the Company) of such Taxes is due, except to the extent not already reflected as a Liability in the calculation of Final Net Working Capital that results in a negative adjustment to the Final Purchase Price pursuant to Section 2.4 or in the calculation of the Final Debt Amount or the Final Company Transaction Expenses.

  • If the Estimated Debt Amount is greater than the Final Debt Amount, then the Debt Amount Deficiency is $0.

  • Recommendation: FWF recommends Bel-Confect to publish the brand performance check report and disclose production locations to the public.


More Definitions of Final Debt Amount

Final Debt Amount has the meaning set forth in Section 3.3(b).
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Final Debt Amount means the Debt Amount reflected on the December 31 Balance Sheet.
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Final Debt Amount is defined in Schedule 9;
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Final Debt Amount shall be deemed to be (a) the Debt Amount set forth in the Closing Statement if no Objections Statement is delivered by the ROI Agent as specified in Section 1.4(b), or (b) if an Objections Statement is delivered by the ROI Agent, the Debt Amount set forth in the Closing Statement as adjusted by either (i) the written agreement of NSR and the ROI Agent or (ii) the determination of the Accountants.
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Related to Final Debt Amount

  • 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.

  • Covered Debt Amount means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus (y) the aggregate principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered Indebtedness outstanding on such date.

  • Combined Debt Amount means, as of any date, (i) the aggregate Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date) plus (ii) the aggregate amount of outstanding Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement) and, without duplication, the aggregate amount of unused commitments under any Designated Indebtedness (as such term is defined in the Guarantee and Security Agreement).

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

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

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

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

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

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

  • Maturity Payment Amount shall have the meaning set forth in Section 2 of this Annex A.

  • 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.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Payoff Amount means with respect to a Receivable as of the close of business on the last day of a Collection Period, the remaining principal balance of such Receivable, plus accrued but unpaid interest thereon, and related fees.

  • 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.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • 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.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Principal Debt means, at any time, the unpaid principal balance of all Borrowings.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Consolidated Secured Net Debt means Consolidated Total Net Debt minus the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on property or assets of the Borrower or any Restricted Subsidiary.

  • Settlement Indebtedness means any payment or reimbursement obligation in respect of a Settlement Payment.

  • Class Debt has the meaning assigned to such term in Section 8.09.

  • Net Debt Proceeds means, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money.

  • First Lien Indebtedness means Consolidated Total Indebtedness that is secured by a Lien on the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the First Lien Obligations.