Indebtedness Adjustment Amount definition

Indebtedness Adjustment Amount has the meaning set forth in Section 2.4(c).

Indebtedness Adjustment Amount means (a) the amount equal to the Target Indebtedness less (b) the Indebtedness of the Sale Entities, as of the Closing.

Indebtedness Adjustment Amount means the amount (as of the Closing and as calculated based upon the Closing Balance Sheet) of the current and long-term portions of Sellers’ obligations (including principal and interest) under the Assumed Capital Leases.

Examples of Indebtedness Adjustment Amount in a sentence

• In consideration for the Shares, at the Closing, Purchaser shall deliver to the Seller, in cash, an aggregate amount equal to (a) $3,100,000,000 (subject to adjustment pursuant to Section 6.12(c)(ii)) (the “Base Purchase Price”), plus (b) the difference of (i) the Closing Working Capital Adjustment Amount, minus (ii) the Net Indebtedness Adjustment Amount (which difference, determined pursuant to this clause (b), may be positive or negative).

• For purposes of this Agreement, the “Final Adjustment Amount,” which may be positive or negative, means the sum of the Net Working Capital Adjustment Amount plus the Indebtedness Adjustment Amount plus the Cash Adjustment Amount plus the Transaction Expense Adjustment Amount; provided that, notwithstanding anything to the contrary in this Agreement, in no event shall the Final Adjustment Amount exceed in the aggregate $100,000 in favor of Buyer or Seller.

• The Estimated Closing Statement shall be prepared in accordance with (w) IFRS, applied in a manner consistent with past practices of the Company, and using the Accounting Framework and (x) the definitions of Cash Adjustment Amount, Net Working Capital Adjustment Amount, Indebtedness Adjustment Amount and, in each case, with any other component definitions thereof set forth in this Agreement.

• Any Indebtedness that is not reflected on the Closing Date Cash and Debt Statement and thus not part of the estimated Indebtedness Adjustment Amount reflected therein, if any (the “Excess Debt”), shall be paid out of the Escrow Amount and shall not be subject to the Deductible Amount.

• The Closing Statement shall be prepared in accordance with (w) IFRS, applied in a manner consistent with past practices of the Company, and using the Accounting Framework and (x) the definitions of Cash Adjustment Amount, Net Working Capital Adjustment Amount, Indebtedness Adjustment Amount and, in each case, with any other component definitions thereof set forth in this Agreement.

More Definitions of Indebtedness Adjustment Amount

Indebtedness Adjustment Amount which may be positive or negative, means the (A) Final Closing Indebtedness, minus (B) Estimated Indebtedness, each expressed as a negative number.

Indebtedness Adjustment Amount means (a) the amount equal to the Target Indebtedness less (b) the Indebtedness of the Sale Entities, as of the Closing. “Indemnified Party” has the meaning set forth in Section 10.2. “Indemnified Taxes” means, except to the extent taken into account in determining the Purchase Price as finally determined pursuant to Section 2.1, (a) any and all Taxes imposed on or with respect to any Sale Entity for any Pre-Closing Tax Period, (b) Taxes of any member of Seller’s Affiliated Group or any other Person (other than a Sale Entity) for which any Sale Entity becomes liable (i) pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or non-U.S. Law) as a result of such Sale Entity being included in a consolidated, affiliated, combined, unitary or similar group for Tax purposes prior to the Closing and (ii) as a transferee or successor, by Contract (other than commercial Contracts a principal purpose of which is not to govern the sharing of Taxes) or applicable Law (in each case of clause (ii), to the extent attributable to any event or transaction occurring before the Closing), and (c) any Transfer Taxes for which Seller is responsible pursuant to Section 5.3(a); provided, however, notwithstanding anything herein to the contrary, the term “Indemnified Taxes” shall not include (A) any Taxes to the extent that such Taxes were taken into account in the determination of the Purchase Price (as finally determined hereunder), (B) any Taxes becoming due as a result of any breach by Buyer or any of its Affiliates (including, for this purpose, any Sale Entity after the Closing) of its covenants

Indebtedness Adjustment Amount has the meaning set forth in Section 2.6(a)(vi) (Closing Share Statement);

Indebtedness Adjustment Amount shall have the meaning set forth in Section 2.13(d).

Indebtedness Adjustment Amount which may be positive or negative, shall mean (i) the Closing Indebtedness, as finally determined in accordance with this Section 2.12, minus (ii) the Estimated Indebtedness. The “Transaction Fees Adjustment Amount,” which may be positive or negative, shall mean (i) the Closing Transaction Fees, as finally determined in accordance with this Section 2.12, minus (ii) the Estimated Transaction Fees. The “Total Adjustment Amount,” which may be positive or negative, shall mean (i) the Working Capital Adjustment Amount plus (ii) the Cash Adjustment Amount minus (iii) the Indebtedness Adjustment Amount minus (iv) the Transaction Fees Adjustment Amount.

Indebtedness Adjustment Amount means, with respect to the Moneda Entities, without duplication (a) any indebtedness for borrowed money, together with all accrued but unpaid interest thereon and other payment obligations thereon (including any prepayment premiums, breakage costs and other related fees or liabilities payable as a result of the prepayment thereof), (b) any indebtedness evidenced by a note, bond, debenture or other similar instrument or debt security, (c) all obligations in respect of letters of credit, bankers’ acceptances and similar facilities issued for the account of any of Moneda Entity, (d) obligations under interest rate swaps, xxxxxx or similar agreements with respect to interest rates, (e) obligations for the deferred purchase price of services, businesses, property or assets, including earn-outs and purchase price adjustments or other similar obligation, but excluding any trade payables or accrued expenses arising in the ordinary course of business (to the extent reflected in the Closing Date Net Working Capital), (f) all unpaid Company Transaction Expenses, (g) all unpaid portion of the full bonuses for the year ended December 31, 2021, (h) the outstanding obligation for any long term bonuses granted as of the date hereof by the Moneda Entities pursuant to Section 5.14 (Accrual of Cash Payments), (i) any indebtedness of a Person of a type that is referred to in clauses (a) through (h) above and which is guaranteed by any of the Acquired Companies or their Subsidiaries, but excluding, without duplication, in each case of clauses (a) through (i) above, any such items to the extent existing solely amongst the Moneda Entities, and (j) the amount of any unpaid income Taxes of the Moneda Entities for any tax period ending on or prior to December 31, 2020, or portion thereof, which amount shall be calculated by taking into account any available income Tax assets for any tax period ending on or prior to December 31, 2020, that actually reduce such Tax liabilities in the same jurisdiction as such assets as a matter of applicable Tax Law (provided that the amount in this clause (j) may be a positive or negative number), in each case without giving effect to the Closing, calculated as of the Calculation Time determined in accordance with IFRS, applied in a manner consistent with past practices of the Company, and using the Accounting Framework used and applied in the preparation of the Example Closing Statement.

Indebtedness Adjustment Amount. (which may be a positive or negative number) will be the amount determined by subtracting the Estimated Indebtedness Amount from the Final Closing Indebtedness Amount.