Final Net Indebtedness definition

Final Net Indebtedness has the meaning set forth in ‎Section 2.4(c)(iii).
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Final Net Indebtedness has the meaning set forth in the Separation and Distribution Agreement.
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Final Net Indebtedness means the net indebtedness on the Closing Date, calculated based on the methodology, definition and calculation method described in the Agreement.
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Examples of Final Net Indebtedness in a sentence

  • Except as provided in the foregoing sentence, Section 5.02 and Section 5.03, SpinCo shall be entitled to any Refund attributable on a “with and without” basis to Taxes for which SpinCo is liable hereunder and, for the absence of doubt, any Refunds specifically taken into account in the determination of Final Net Working Capital and Final Net Indebtedness pursuant to the Separation and Distribution Agreement.

  • It is the intention of the parties that the Final Net Indebtedness (not taking into account lease obligations required to be capitalized in accordance with IFRS or Indebtedness outstanding under the Delta Note) will be zero ($0).

  • In the event of any qualifications or objections submitted by the Buyer, KPMG — Auditores Independentes (“Tie-Breaker”) shall issue a final and conclusive opinion solely with respect to the disputed accounts and subaccounts, shall establish the Final Working Capital, the Final Net Indebtedness and the Changes of the Fixed Assets, within a period of 15 (fifteen) Business Days counted from the appointment thereof, upon delivery of notice in writing to the Parties.

  • The Buyer shall have a period of 15 (fifteen) Business Days to analyze the Review Notice through PriceWatehouseCoopers - Auditores Independentes (“Buyer’s Independent Auditors”) and submit the Buyer’s acceptance with respect thereto or qualifications and objections relating to the Final Working Capital, the Final Net Indebtedness and the Changes of the Fixed Assets, by means of a notice in writing delivered to the Sellers, as set forth in Section 9.1 below.

  • For the avoidance of doubt, if the Final Net Indebtedness is negative (as a result of the Cash being in excess of the Indebtedness as at 18h00 on the Closing Date), the foregoing adjustment relating to the Final Net Indebtedness shall result in an increase of the Aggregate Purchase Price.

  • If the Seller does not provide an Objection Notice with respect to the Final Net Indebtedness determination within such forty-five (45)-day period, such amount shall be final and binding on the parties.


More Definitions of Final Net Indebtedness

Final Net Indebtedness has the meaning given in clause 6.7;
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Final Net Indebtedness has the meaning set out in Section 2.5(d). (aaa) “Final Working Capital” has the meaning set out in Section 2.5(d). (bbb) “Financial Statements” means the 2023 Annual Financial Statements and the Interim Financial Statements. (ccc) “Fundamental Representations and Warranties” means the representations and warranties of the Vendors set out in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(e), 3.1(g), 3.1(h), 3.2(a), 3.2(b), 3.2(c), 3.2(g), 3.2(h), 3.2(i), 3.2(j)(i), 3.2(w)(v) (with respect to the first sentence only), 3.2(w)(vi), 3.2(gg), 3.3(a), 3.3(b), 3.3(c), 3.3(g), 3.3(h), 3.3(i) and 3.3(l). (ddd) “G. Family Trust” has the meaning set out in the recitals hereof. (eee) “G. Family Trust Holdco” has the meaning set out in the recitals hereof.
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Related to Final Net Indebtedness

  • 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.

  • Consolidated Net Indebtedness means at any time, Consolidated Total Indebtedness minus all Unrestricted Cash of the Borrowers and their Subsidiaries calculated on a consolidated basis as of such time.

  • Consolidated Total Net Indebtedness means, on any date, the excess of (i) Consolidated Total Indebtedness over (ii) the lesser of (x) $500,000,000 and (y) the aggregate amount of unrestricted cash and cash equivalents of the Company and its Consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.

  • 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.

  • 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).

  • Consolidated Indebtedness means at any time the Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.

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

  • 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.

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

  • 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.

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

  • 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.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • 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.

  • Consolidated Secured Indebtedness means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Borrower and its Subsidiaries.

  • 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.

  • Funded Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

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

  • Secured Indebtedness means any Indebtedness secured by a Lien.

  • 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;

  • Consolidated Unsecured Indebtedness means, at any time, the portion of Consolidated Total Indebtedness that is Unsecured Debt.

  • Total Unsecured Indebtedness means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness.

  • 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.