Final Indebtedness Amount definition

Final Indebtedness Amount has the meaning set forth in Section 2.4(e).
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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).
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Final Indebtedness Amount is defined in Section 3.2(h) hereof.
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Examples of Final Indebtedness Amount in a sentence

  • 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).

  • 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.

  • Additionally, the Estimated Merger Consideration shall be adjusted (i) upward by the amount by which the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and (ii) downward by the amount by which the Final Indebtedness Amount is greater than the Estimated Indebtedness Amount.

  • 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, the Final Cash Amount, the Final Indebtedness Amount and the Final Seller Transaction Expenses set forth in the Buyer Closing Statement shall be deemed final and accepted by the Seller Representative.

  • Claim 2 of the ‘188 Patent includes a polling server that performs two functions—an input interface and an output interface.

  • Within thirty (30) calendar days after submission to the Independent Accountant for resolution, Buyer and Seller 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, 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.

  • If such dispute is not finally resolved within thirty (30) calendar days after Buyer's receipt of the Adjustment Dispute Notice, the Buyer Parties, on the one hand, or the Seller Rep, on the other hand, may promptly thereafter cause the Independent Accountant to review this Agreement and the disputed items or amounts in determining the Closing Balance Sheet, Final Closing Working Capital, Final Transaction Expenses Amount and/or Final Indebtedness Amount.

  • Sellers will also receive a credit towards the adjustment payment on a dollar-for-dollar basis by [a] the amount by which the Final Cash Amount is greater than the Estimated Cash Amount, [b] the amount by which the Final Indebtedness Amount is less than the Estimated Indebtedness Amount, and [c] the amount by which the Final Seller Transaction Expenses is less than the Estimated Seller Transaction Expenses.

  • To the extent the Administrative Expense Account is not sufficient, then the Stockholder Representative shall direct the Escrow Agent to distribute any such shortfall from the Escrow Fund to Parent no later than two (2) Business Days after the final determination of the Final Closing Net Working Capital and Final Indebtedness Amount in accordance with this Section 3.10.

  • Notwithstanding anything to the contrary in this Article X, the parties agree that no amount shall be due under this Article X to the extent that it duplicates another amount already paid or accounted for under this Article X or in the calculation of the Final Indebtedness Amount, Final Net Working Capital Amount, Final Transaction Expenses or amounts that would otherwise be included the Cash Amount but were excluded as a result of the limitation contained therein relating to customer deposits.


More Definitions of Final Indebtedness Amount

Final Indebtedness Amount shall have the meaning set forth in Section 1.5(b)(i).
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Final Indebtedness Amount has the meaning given to it in ‎Section 2.5(d)(vi).
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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.
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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.
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Final Indebtedness Amount has the meaning ascribed to such term in Section 1.4(b)(iv).
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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...
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Related to Final Indebtedness Amount

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

  • 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.

  • Additional Indebtedness means any Additional Specified Indebtedness that (1) is secured by a Lien on Collateral and is permitted to be so secured by:

  • Adjusted Indebtedness means, at any date, the result of (a) Seller’s Indebtedness on such date, minus (b) the unpaid principal of Seller’s Subordinated Debt on such date (to the extent such Subordinated Debt is excluded from Seller’s Indebtedness in calculating Seller’s Adjusted Tangible Net Worth on such date in accordance with the definition thereof).

  • Secured Indebtedness Leverage Ratio means, with respect to any Person, at any date, the ratio of (1) the Consolidated Total Indebtedness of such Person that is secured by a Lien on any assets of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with IFRS) less the amount of cash, Cash Equivalents and debt service reserve accounts in excess of any Restricted Cash held by such Person and its Restricted Subsidiaries as of such date of determination to (2) Consolidated EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is incurred. In the event that the specified Person or any of its Subsidiaries which are Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Indebtedness Leverage Ratio Calculation Date”), then the Secured Indebtedness Leverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Company) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom; provided that the Company may elect pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being incurred at such time, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time. In addition, for purposes of calculating the Secured Indebtedness Leverage Ratio:

  • 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.

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

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Principal Indebtedness means the principal amount of the entire Loan outstanding as the same may be increased or decreased, as a result of prepayment or otherwise, from time to time.

  • Unsecured Shorter-Term Indebtedness means, collectively, (a) any Indebtedness of an Obligor that is not secured by any assets of any Obligor and that does not constitute Unsecured Longer-Term Indebtedness and (b) any Indebtedness that is designated as “Unsecured Shorter-Term Indebtedness” pursuant to Section 6.11(a).

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.

  • Permitted Additional Indebtedness means Permitted Additional Unsecured Indebtedness and Permitted Additional Secured Indebtedness.

  • Outstanding Indebtedness means the aggregate of the Loan and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing by the Borrowers to the Mortgagee and/or any of the Secured Creditors, whether actually or contingently, present or future, under or pursuant to the Loan Agreement, the Master Swap Agreement, the Security Documents or any of them;

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

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

  • Net Indebtedness means, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Total Consolidated Indebtedness means, at any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and the Restricted Subsidiaries outstanding as of the date of determination.

  • Refinancing Indebtedness means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

  • Total Secured Indebtedness means (a) all Secured Indebtedness of the Consolidated Group determined on a consolidated basis plus (b) the Consolidated Group Pro Rata Share of Secured Indebtedness attributable to interests in Unconsolidated Affiliates.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”