Final Funded Indebtedness definition

Final Funded Indebtedness has the meaning ascribed to such term in Section 1.2(c)(v).

Final Funded Indebtedness has the meaning set forth in Section 2(e)(v) below.

Final Funded Indebtedness shall be the Closing Date Funded Indebtedness as finally determined pursuant to Section 2.7.

Examples of Final Funded Indebtedness in a sentence

• The Arbitrator will determine Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness solely based on submissions made by Sellers’ Representative and Buyer, and the Arbitrator’s determination of Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness must be consistent with the terms of this Agreement.

• The Parties shall revise the True-Up Calculations to reflect the resolution of any objections thereto pursuant to this Section 2(a)(iii)(B) and, as so revised, such True-Up Calculations shall be deemed to set forth the Final Net Working Capital, the Final Cash Amount, the Final Tax Liabilities Amount and the Final Funded Indebtedness Amount for all purposes hereunder.

• The Arbitrator will determine Final Net Working Capital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes solely based on submissions made by Sellers’ Representative and Buyer, and the Arbitrator’s determination of Final Net Working Capital and Cash, Final Transaction Expenses, Final Funded Indebtedness and Final Pre-Closing Taxes must be consistent with the terms of this Agreement.

• If the Final Closing Statement is not so timely delivered, the Estimated Cash, the Estimated Funded Indebtedness and the Estimated Seller Expenses will be deemed Final Cash, Final Funded Indebtedness, and Final Seller Expenses, respectively, absent manifest error.

• As soon as reasonably practicable after the Final Net Working Capital and Cash, Final Transaction Expenses and Final Funded Indebtedness becomes final and binding, but in any event within 30 days thereafter, Buyer will deliver to Sellers’ Representative a draft allocation of the Transaction Consideration in accordance with Exhibit 2.4(g) (the “Allocation”).

More Definitions of Final Funded Indebtedness

Final Funded Indebtedness is defined in Section 2.4(a).

Final Funded Indebtedness. “Final Cash” and “Final Company Transaction Expenses”, respectively. For the avoidance of doubt, the exclusion or inclusion of an item in the calculation of the Target Working Capital Amount shall have no bearing on whether such item shall also be excluded or included in the determination of the Final Working Capital Amount. During the review by the Independent Arbitrator, the Securityholder Representative and Parent shall each make available to the Independent Arbitrator such party’s current and former personnel and such information, books, records and work papers, as may be reasonably required by the Independent Arbitrator to fulfill its obligations under this Section 3.6(c); provided, however, that the independent accountants of the Securityholder Representative or Parent shall not be obligated to make any working papers available to the Independent Arbitrator unless and until the Independent Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Final Funded Indebtedness. “Final Working Capital Amount,” and “Final Company Transaction Expenses,” respectively. During the review by the Independent Arbitrator, Seller and Purchaser shall each make available to the Independent Arbitrator such party’s current and former personnel and such information, books, records and work papers, as may be reasonably required by the Independent Arbitrator to fulfill its obligations under this Section 3.4(c); provided, however, that the independent accountants of Seller or Purchaser shall not be obligated to make any working papers available to the Independent Arbitrator unless and until the Independent Arbitrator has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.

Final Funded Indebtedness means (x) the Closing Funded Indebtedness as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not timely deliver an Objection Notice, or (y) the Closing Funded Indebtedness as determined pursuant to Section 2(e)(iii) above, if Sellers’ Representative timely delivers an Objection Notice. The term “Final Company Transaction Expenses” shall mean (x) the Company Transaction Expenses as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not timely deliver an Objection Notice, or (y) the Company Transaction Expenses as determined pursuant to Section 2(e)(iii) above, if Sellers’ Representative timely delivers an Objection Notice.

Final Funded Indebtedness means the Funded Indebtedness calculated based upon the Final Closing Balance Sheet.

Final Funded Indebtedness means (x) the Closing Funded Indebtedness as set forth in the Adjustment Report if Sellers’ Representative

Final Funded Indebtedness means (x) Funded Indebtedness as of the Closing as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not deliver an Objection Notice with respect thereto within the Objection Period, or (y) Funded Indebtedness as of the Closing determined pursuant to Section 2(e)(iii), if Sellers’ Representative delivers an Objection Notice with respect thereto within the Objection Period. The term “Final Company Transaction Expenses” shall mean (x) Company Transaction Expenses as of the Closing as set forth in the Adjustment Report if Sellers’ Representative accepts the Adjustment Report as delivered or does not deliver an Objection Notice with respect thereto within the Objection Period, or (y) Company Transaction Expenses as of the Closing determined pursuant to Section 2(e) (iii), if Sellers’ Representative delivers an Objection Notice with respect thereto within the Objection Period.