Indebtedness Amount means the aggregate amount of all unpaid Indebtedness of the Company immediately prior to Closing.
Indebtedness Amount has the meaning provided such term in Exhibit A.
Indebtedness Amount means, without duplication, determined in accordance with the Accounting Principles, the Indebtedness of the Company and its Subsidiaries on a consolidated basis as of 11:59 p.m. on the day preceding the Closing Date, subject to Section 1.02(c).
Examples of Indebtedness Amount in a sentence
Not less than three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s calculation of the Estimated Purchase Price (including the Estimated Closing Date Net Working Capital, the Estimated Closing Date Cash Amount, the Estimated Closing Date Indebtedness Amount and the Estimated Closing Date Transaction Expenses).
More Definitions of Indebtedness Amount
Indebtedness Amount means the Indebtedness of the Acquired Companies as of the Adjustment Reference Time.
Indebtedness Amount means all Indebtedness as of immediately prior to the Closing.
Indebtedness Amount means the amount, as of the Closing, necessary to discharge fully all Indebtedness of the Conveyed Companies outstanding as of the Closing (other than Assumed Debt).
Indebtedness Amount means the aggregate amount of the Indebtedness as of immediately prior to the Closing.
Indebtedness Amount means the amount Indebtedness of the Target Companies; provided, however, that in no event shall the calculation of Indebtedness Amount include any amounts included in the calculation of Net Working Capital or Transaction Expenses.
Indebtedness Amount means, without duplication, (i) all Indebtedness of the Transferred DPC Companies and their respective Subsidiaries and all other Indebtedness included in the Assumed Liabilities, in each case, determined on a combined basis in accordance with the Closing Balance Sheet Principles plus (ii) the Joint Venture Indebtedness Amount, in each case, including the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and, to the extent prepaid within thirty (30) days following the Closing Date, any prepayment, penalties or other similar amounts payable in connection with the repayment thereof in full (excluding indebtedness for borrowed money owed by a Transferred DPC Company or any of its Subsidiaries to another Transferred DPC Company or any of its Subsidiaries). For the avoidance of doubt, the Indebtedness Amount shall not include any amount that is included in Net Working Capital of the DPC Business or Pension Liabilities or any Liability for which none of Buyer, the Transferred DPC Companies and their respective Subsidiaries is responsible or liable following the Closing after giving effect to the Sale.
Indebtedness Amount means the aggregate amount of any Indebtedness that is either (x) an obligation of the Company or (y) secured by any Encumbrance on any of the Shares or (other than a Permitted Encumbrance) on any assets of the Company, but excluding (a) the Existing LOC/Bonds, (b) all outstanding commitments by Seller or its Affiliates to cause additional letters of credit or bonds to be issued on behalf of or for the benefit of the Company pursuant to contract bids or proposals outstanding, and (c) obligations in respect of capitalized leases disclosed on Schedule 3.14(a) as Material Contracts, if any.