Net Closing Indebtedness definition

Net Closing Indebtedness means (x) the Closing Indebtedness minus (y) the Cash Amount (it being understood that Net Closing Indebtedness may be either a positive or negative number).
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Net Closing Indebtedness means (a) (i) Indebtedness of the Company and Company Subsidiaries under the Credit Agreement (excluding, for the avoidance of doubt, any Indebtedness under the Credit Agreement allocated to the Stockholder or its other Subsidiaries), plus (ii) Indebtedness of the Company and Company Subsidiaries (including guarantees of Indebtedness) relating to the Company’s 8-7/8% Senior Secured Notes due 2019 (which for avoidance of doubt, means the amounts required to be deposited to satisfy and discharge the indenture for such notes or otherwise repay such notes on the Closing Date), plus (iii) Indebtedness of the Company and Company Subsidiaries (including guarantees of Indebtedness) relating to the Company’s 8 1/8% Senior Notes due 2017, plus (iv) all other Indebtedness of the Company and the Company Subsidiaries, plus (v) other items listed as “Debt-Like Items” on the Sample Adjustment Calculation, plus (vi) Indebtedness of the Company and Company Subsidiaries relating to the AR facility, plus (vii) all liabilities under the Company’s Success Bonus Plan (to the extent not paid at or prior to Closing), minus (b) Cash of the Company and the Company Subsidiaries, in each case, calculated in accordance with the Accounting Principles and measured as of the Adjustment Calculation Time (for the avoidance of doubt, in no event shall “Net Closing Indebtedness” include (a) any liabilities under operating leases or undrawn letters of credit, (b) any trade payables, accrued expenses or other obligations to the extent included in Net Working Capital or (c) paid Company Expenses).
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Net Closing Indebtedness means (a) (i) Indebtedness of the Company and Company Subsidiaries under the Credit Agreement (excluding, for the avoidance of doubt, any
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Examples of Net Closing Indebtedness in a sentence

  • To the extent amounts due under either the Management Incentive Plan or the Performance Excellence Plan are unpaid as of the Closing, Parent shall, or shall cause Company to, timely make all payments required under Management Incentive Plan and the Performance Excellence Plan following the Closing; provided, however, that Parent shall pay (or shall cause the Company to pay) such amounts only to the extent included in the calculation of Net Closing Indebtedness.

  • Parent shall, or shall cause the Company to, timely make all payments required pursuant to the Company’s Success Bonus Plan; provided, however, that Parent shall pay (or shall cause Company to pay) such amounts only to the extent included in the calculation of Net Closing Indebtedness.

  • If a loss resulting from a breach of any of the representations and warranties made by the Stockholder or Company or (ii) under Section 7.08, was reflected in, or results in a liability of the type that was taken into account in determining, Net Closing Indebtedness or Closing Working Capital, then such Loss shall not give rise to an indemnification obligation under Section 10.02 or Section 7.08.


More Definitions of Net Closing Indebtedness

Net Closing Indebtedness means an amount equal to (i) the sum of all of the Company's indebtedness for borrowed money (including obligations in respect of principal, accrued interest, and any applicable prepayment charges or premiums), MINUS (ii) the sum of all cash and cash equivalents held by the Company (not including checks or drafts issued but not yet cleared), all as reflected on the Final Closing Balance Sheet (as defined below). On the Closing Date, Shareholders will cause the Company to estimate in good faith the amount of the Net Closing Indebtedness in accordance with the preceding sentence, and will deliver to Chart a certificate signed by Shareholders and the Company's chief financial officer setting forth such estimate (the "Debt Certificate"), together with such supporting detail and lender confirmations as Chart may request.
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Net Closing Indebtedness means (i) the Indebtedness (other than items (I) and (J) in the definition of Indebtedness that are not due and payable as of the Adjustment Time), excluding any actual net breakage costs under the Swap Arrangements, of the Company and the Company Subsidiaries on a consolidated basis minus all cash of the Company and the Company Subsidiaries, in each case as of the Adjustment Time and as finally determined pursuant to Section 2.3(c) or (d), as applicable, plus (ii) the actual net breakage costs under the Swap Arrangements as of the Adjustment Time.
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Net Closing Indebtedness means (i) (a) the Indebtedness for borrowed money owed by the Company as of the Effective Time, including, without limitation, the amounts owed to Silicon Valley Bank, Massachusetts Capital Resource Company, iXCore SAS, AntiCancer, Inc. and the holders of the promissory notes set forth on Section 1.7(a)(xvii) of the Disclosure Schedule, including any related pre-payment fees, as set forth on Section 1.7(a)(xvii) of the Disclosure Schedule, (b) any accrued and unpaid long-term incentive compensation expense, including any such expense accrued under the FY2002 variable compensation plan, the FY2002 accrued bonuses payable to non-exempt Company employees, and FY2003 bonus, and (c) all of the Company’s costs, expenses and other payments incurred in connection with the transactions contemplated by this Agreement (which shall include extinguishment of the MCRC Warrant and delinquent state tax remittance paid or payable, but which shall not include any payments, except as set forth in part (i)(c) of Section 1.7(a)(xvii) of the Disclosure Schedule, that are or become payable immediately in connection with the Merger to any employee of the Company pursuant to any employment, change in control, severance or similar arrangements or agreements, each as set forth on Section 1.7(a)(xvii) of the Disclosure Schedule), less (ii) the amount of cash held by the Company as of the Effective Time (provided that the amount of such cash is positive; if the Company is in an overdraft position as of the Effective Time, the amount of such overdraft shall be added to Net Closing Indebtedness). Net Closing Indebtedness shall not include other liabilities such as accounts payable, current accrued employee compensation and benefits, accrued warranty, other accrued liabilities, deferred revenue, and capital lease obligations, all of which would be assumed and satisfied by Buyer in the ordinary course of business.
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Net Closing Indebtedness is defined in Section 1.7(a).
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Net Closing Indebtedness means the amount of consolidated Indebtedness of the Company Group outstanding immediately before the Closings (other than (i) the Beast Earn-out or (ii) any Indebtedness of the Company Group to the extent included in the definition of Excluded Liabilities or the Transaction Expense Amount), minus the amount of any cash of the Company Group as of immediately before the Closings (which cash amount shall not exceed $250,000), in each case as determined in accordance with the Accounting Methodology.
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Net Closing Indebtedness means the excess, if any, of (i) Closing Indebtedness over (ii) the cash and cash equivalents of the Company and the Company Subsidiaries as of the Closing Date.
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Related to Net Closing Indebtedness

  • Closing Indebtedness means the amount of Indebtedness of the Company outstanding as of immediately prior to the Closing (without giving effect to the transactions contemplated herein), as determined in accordance with GAAP.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • 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;