Final Indebtedness definition

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

Final Indebtedness means the Closing Indebtedness as finally determined pursuant to Section 2.05.

Final Indebtedness shall have the meaning ascribed in Section 2.6(b).

Examples of Final Indebtedness in a sentence

• For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount.

• If the Seller does not provide Buyer with the Closing Indebtedness Protest Notice within the Protest Period, then the Closing Indebtedness Statement delivered by Buyer pursuant to Section 2.05(a) shall be final, conclusive and binding on the Parties as the Final Indebtedness.

• Each of the Estimated Cash, Estimated Indebtedness, Proposed Cash, Proposed Indebtedness, Final Cash and Final Indebtedness shall be (i) estimated and determined from the books and records of Company and Company Subsidiary, and (ii) consistent with the provisions of Section 13.02.

• In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.

• For purposes of determining income Taxes for which the Seller Parties shall be responsible in respect of any such short taxable year or deemed short taxable year, such amounts equal to any item of loss or deduction properly deductible for U.S. federal income tax purposes resulting from or attributable to the Final Transaction Expenses and Final Indebtedness shall be treated as deductible in a Pre-Closing Tax Period.

More Definitions of Final Indebtedness

Final Indebtedness means the Closing Indebtedness, (x) as shown in the Closing Statement if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3 or (y) if such a Notice of Disagreement is so delivered, as agreed by Seller and Buyer pursuant to Section 1.3 or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, as shown in the Arbiter’s calculation delivered pursuant to Section 1.3.

Final Indebtedness has the meaning ascribed to such term in Section 1.3(b)(iii)(A).

Final Indebtedness. Section 2.4(d)

Final Indebtedness has the meaning given to it in Section 1.16(b).

Final Indebtedness means the calculation of Indebtedness as of the Effective Time as finally determined pursuant to Section 3.05.

Final Indebtedness is defined in Section 2.5(b).

Final Indebtedness means the Indebtedness of the Company at Closing. For purposes of calculating Final Indebtedness, all interest, prepayment penalties, premiums, fees and expenses (if any) of any Indebtedness which the Buyer paid off in full at Closing pursuant to Section 2.5(f)(v) shall be treated as Indebtedness.