Final Indebtedness Amount definition

Final Indebtedness Amount has the meaning set forth in Section 2.4(e).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Final Indebtedness Amount and the "Final Adjustment Amount" shall mean the Closing Date Indebtedness Amount and the Adjustment Amount, respectively, (A) as shown in the Surviving Corporation's calculation delivered pursuant to Section 1.10(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.10(b) or (B) if such a notice of disagreement is delivered, as agreed by the Surviving Corporation and the Seller Representative pursuant to this Section 1.10(c) or in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to this Section 1.10(c).

Final Indebtedness Amount shall have the meaning set forth in Section 1.5(b)(i).

Examples of Final Indebtedness Amount in a sentence

If such dispute is not finally resolved within thirty (30) calendar days after Buyer’s receipt of the Dispute Notice, Buyer, on the one hand, or the Sellers’ Representative, on the other hand, may promptly thereafter cause the Independent Accountant, acting as an expert and not an arbitrator, to review this Agreement and the disputed items or amounts in determining the Final Closing Working Capital, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable.
The Closing Purchase Price, as adjusted pursuant to Section 1.4(a) shall be recalculated using the Final Net Working Capital, the Final Company Party Transaction Expenses and the Final Indebtedness Amount (as so finally determined) in lieu of the Estimated Net Working Capital, the Estimated Company Party Transaction Expenses and the Estimated Indebtedness Amount.
Buyer shall also deliver to Seller all reasonable supporting documentation to support Buyer’s calculation of the Final Cash Amount, Final Indebtedness Amount, Final Debt-Like Items Amount, Final Seller Transaction Expenses Amount, Final Closing Net Working Capital and Final Seller Closing Payment.
The proposed Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount, the Final Debt-Like Items Amount, the Final Seller Transaction Expenses Amount, and the Final Seller Closing Payment will be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 2(e)(ii).
The amount determined by the Accounting Expert shall be the Final Working Capital Amount, the Final Indebtedness Amount and the Final Capex Amount, as applicable.
In the event that the Final Indebtedness Amount is equal to or less than the Company Indebtedness Calculation, then on the second business day after the Final Determination Date the balance of the Combined Escrow Holdback Amount shall be distributed to the Stockholder Representative for the benefit of the Persons entitled thereto in accordance with their proportionate interests, calculated in accordance with the first sentence of Section 8.3(c).
The Buyer Closing Statement and the Final Closing Net Working Capital, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses will be revised as appropriate to reflect the resolution of any such claims pursuant to this Section 2(e)(ii).
Closing Adjustment Amounts as determined after all disputes have been resolved in accordance with this Section 3.2(b) is referred to herein collectively as the "Final Adjustment Amounts" and individually as the "Final Net Working Capital", the "Final Cash Amount", the "Final Excess Sales Margin" and the "Final Indebtedness Amount", respectively.
If Seller Representative fails to deliver an Adjustment Report in such thirty (30)-day period, such failure shall constitute the Sellers’ acceptance of the Purchaser’s calculation of Proposed Net Working Capital, Proposed Final Company Party Transaction Expenses and Proposed Final Indebtedness Amount and the Seller Representative will have waived its right to contest the Closing Date Statement or any amounts set forth therein.
The proposed Final Closing Working Capital, Final Closing Cash Amount, Final Indebtedness Amount, and Final Transaction Expenses Amount, as applicable, shall be revised as appropriate to reflect the resolution of any such disputes pursuant to this Section 2.04.

More Definitions of Final Indebtedness Amount

Final Indebtedness Amount is defined in Section 3.2(b)(ii).

Final Indebtedness Amount is defined as Indebtedness as of 12:01 a.m. on the Closing Date, as finally determined pursuant to Section 1.5.

Final Indebtedness Amount will mean the definitive Net Working Capital, Company Party Transaction Expenses and Indebtedness Amount agreed to by Seller Representative and Purchaser in accordance with Section 1.4(b)(iii) or the definitive Net Working Capital, Company Party Transaction Expenses and Indebtedness Amount resulting from the determination made by the Neutral Auditor in accordance with the Dispute Resolution Procedure.

Final Indebtedness Amount has the meaning given to it in ‎Section 2.5(d)(vi).

Final Indebtedness Amount has the meaning ascribed to such term in Section 1.4(b)(iv).

Final Indebtedness Amount has the meaning set forth in Section 1.5(b)(ii). “Final Transaction Expenses Amount” has the meaning set forth in Section 1.5(b)(ii). “Final Working Capital Amount” has the meaning set forth in Section 1.5(b)(ii). “Financial Statements” has the meaning set forth in Section 2.12. “GAAP” means generally accepted accounting principles in the United States. “Governmental Body” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private). “Indebtedness” means, as at any date of determination thereof (without duplication), all obligations of the Company in respect of: (a) any borrowed money or funded indebtedness or obligations issued in substitution for or exchange for borrowed money or funded indebtedness (including obligations with respect to principal, accrued interest, and any applicable prepayment charges or premiums); (b) any deferred payments for the purchase price of property or assets other than trade payables; (c) any indebtedness evidenced by any note, bond, debenture or other debt security; (d) capital lease obligations or any lease which is required to be classified as a liability on the face of an accrual-based balance sheet prepared in accordance with GAAP; (e) any indebtedness guaranteed, endorsed or assumed by, or a contingent obligation of, the Company; (f) any drawn upon letters or credit, bankers’ acceptances or similar facilities issued for the account of the Company; (g) any obligations with respect to any interest rate hedging, swap agreements, forward rate agreements, interest rate cap or collar agreements or other financial agreement entered into for the purpose of limiting or managing interest rate risks; (h) all indebtedness secured by a Lien on property owned by the 8 Company, whether or not the secured indebtedness is owed by the Company; or (i) all premiums, penalties and payments required to be paid or offered in connection with the payment at Closing of any of the foregoing or resulting from the consummation of the transactions contemplated hereby. “Infringement” or “Infringe” means that (or an assertion that) a given item or activity directly or indirectly infringes, misappropriates, dilutes, unfairly competes with, constitutes unfair trade practices, false advertising or unauthorized use of, or otherwise violates the Intellectual Property Rights of, a...