Indebtedness Surplus definition
Indebtedness Surplus means the amount, if any, by which the Estimated Closing Indebtedness is greater than the Final Closing Indebtedness.
Indebtedness Surplus has the meaning given to such term in Section 1.5(j)(ii).
Indebtedness Surplus shall have the meaning given to it in Section 0. “Indemnified Party” shall have the meaning given to it in Section 0. “Indemnifying Party” shall have the meaning given to it in Section 0. “Indemnity Period” shall have the meaning given to it in Section 0. “Insurance Policies” shall have the meaning given to it in Section 0. “Intended Tax Treatment” shall have the meaning given to it in Section 0. “Lease Agreement” means that certain Amended and Restated Lease Agreement, by and between Somerset Operating Company, LLC, Riesling Power LLC, Lake Mariner Data LLC and TeraWulf Inc. “Liability” and “Liabilities” of any Person shall mean any Indebtedness, claim, commitment, obligation, duty, Losses, payable or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability and including Tax) that would be required to be disclosed on a balance sheet prepared in accordance with GAAP. “Lien” shall mean any mortgage, deed of trust, lien, pledge, charge, security interest, claim, right of way, right of first refusal, judgment, encroachment, license, easement, restriction, reservation, assignment, or hypothecation, whether arising by Contract or under any Applicable Law and whether or
Examples of Indebtedness Surplus in a sentence
Any adjustments to the Purchase Price pursuant to Section 0 and Section 0 shall be aggregated by calculating an amount equal to (i) the sum of the Working Capital Surplus, the Indebtedness Surplus and the Transaction Expenses Surplus less (ii) the Working Capital Deficit, Indebtedness Deficit and the Transaction Expenses Deficit (such amount, if a positive number, the “Upward Adjustment Amount” and if a negative number, the “Downward Adjustment Amount”).
More Definitions of Indebtedness Surplus
Indebtedness Surplus means the amount, if any, by which the absolute value of Final Indebtedness exceeds the absolute value of Estimated Indebtedness. (ss) “Indemnified Taxes” means all Taxes (i) of any Acquired Entity for any Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary Tax group of which any Acquired Entity is or was a member prior to the Closing, including pursuant to Treasury Regulations Section 1.1502-6 or any corresponding or similar provision of state, local, or non-U.S. Tax Law, (iii) all Taxes of any Person (other than Taxes of Purchaser and its Affiliates) imposed on any Acquired Entity as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business, a principal purpose of which does not relate to Taxes) or pursuant to any Law, which liability for such Taxes arises from an event or transaction occurring at or before the Closing, (iv) any Taxes of the Parent (other than Transfer
Indebtedness Surplus has the meaning set out in Clause 7.1;
Indebtedness Surplus has the meaning set forth in Section 1.5(e)(ii).
Indebtedness Surplus means the amount, if any, by which Final Completion Date Indebtedness is less than Estimated Completion Date Indebtedness;