Indebtedness Adjustment Amount definition

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

Indebtedness Adjustment Amount which may be positive or negative, means (A) the Final Closing Indebtedness, minus (B) the 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.

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).

• Indebtedness Adjustment Amount - the aggregate amount of all ------------------------------ Indebtedness of Parent, Borrower and their Subsidiaries (other than the Obligations) that is classified as permitted Indebtedness under Section 4.13(b)(xvii) of the Senior Notes Indenture or Section 4.13(b)(xvii) of the Parent Debentures Indenture.

• 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.

• Section 2.6(e) is hereby amended by inserting the text “, Thai JV Net Indebtedness Adjustment Amount and Canadian Net Indebtedness Adjustment Amount” after the words “Net Indebtedness Adjustment Amount” therein.

• This number is based on the sum of (a) 21,966,256 Aon Ordinary Shares, assuming an Aon Closing Share Price (as defined in the prospectus) of $273.14 and (b) a number of Aon Ordinary Shares equal to the quotient obtained by dividing (x) the Indebtedness Adjustment Amount assumed to be the maximum of the Aggregate Cash Consideration (each as defined in the prospectus) by (y) $273.14.

More Definitions of Indebtedness Adjustment Amount

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.

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 or obligations under Section 5.3 or (C) any Transfer Taxes for which Buyer is responsible pursuant to Section 5.3(a). “Indemnifying Party” has the meaning set forth in Section 10.2.

Indebtedness Adjustment Amount shall have the meaning set forth in Section 2.12(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 has the meaning set forth in Section 2.6(a)(vi) (Closing Share Statement);

Indebtedness Adjustment Amount means the amount, expressed as a positive or negative number, equal to (a) the aggregate amount of indebtedness for borrowed money and capital lease obligations and other long term liabilities of the Initial Acquired Entities reflected as liabilities on the Initial Closing Date Balance Sheet, as finally determined in accordance with Section 2.3 of the SPA, minus (b) the aggregate amount of indebtedness for borrowed money and capital lease obligations and other long term liabilities of the Acquired Entities reflected as liabilities on the Closing Date Balance Sheet, as finally determined in accordance with Section 2.2 of this Agreement.

Indebtedness Adjustment Amount means the amount of the principal, accrued and unpaid interest on all outstanding Indebtedness of the Company or any of its Subsidiaries as of immediately prior to the Closing, including any fees, costs, penalties or premiums that would be associated with the full repayment and retirement of such Indebtedness following the Effective Time.