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

  • 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.

  • 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.

  • 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.

  • 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 67 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.

  • Also the connection between suburbs and within suburbs is a feasible option.

  • Each of the parties acknowledges that the assets described in Section 6.9 of the Company Disclosure Letter and/or Schedule 1.1(b) hereto (collectively, the “Excluded Assets”), including all cash and cash equivalents of the Company Group (other than cash and cash equivalents included in the calculation of Net Closing Indebtedness) are not part of the Business and shall not be transferred to Purchasers in connection with the Transactions.

  • Buyer shall have paid the Indebtedness, including all accrued but unpaid interest thereon, of the Company set forth on Section 4.3(e) of the Disclosure Schedule, including the Net Closing Indebtedness, other than the promissory notes payable to AntiCancer.

  • These lines (formerly line 17 in Section 2, Part B) address the deferred maintenance cost associated with performing the needed repairs and capital renewal projects to keep existing facilities safe and functional.


More Definitions of Net Closing Indebtedness

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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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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Related to Net Closing Indebtedness

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Surviving Indebtedness has the meaning specified in Section 7.02(s).

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Assumed Indebtedness means Indebtedness of a Person which is (a) in existence at the time such Person becomes a Restricted Subsidiary of the Borrower or (b) is assumed in connection with an Investment in or acquisition of such Person, and has not been incurred or created by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Borrower.

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

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Lien Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Commitments, outstanding loans under any Incremental Revolving Facility or undrawn commitments under any Incremental Revolving Facility (“Refinanced Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount not greater than the sum of the aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting, in whole or in part, of unused commitments under any Incremental Revolving Facility or Other Revolving Commitments, the amount thereof) plus all accrued and unpaid interest and fees thereon and expenses incurred in connection with such extension, renewal, replacement or refinancing, (ii) such Indebtedness has a maturity that is equal to or later than and, except in the case of Other Revolving Commitments, a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained; provided that to the extent that such Refinanced Debt consists, in whole or in part, of commitments under any Incremental Revolving Facility or Other Revolving Commitments (or loans incurred pursuant to any Incremental Revolving Facility or Other Revolving Loans), such commitments shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Estimated Indebtedness has the meaning set forth in Section 2.4(a).

  • 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, renew, refund, refinance, replace, defease or discharge 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 Company and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Net Indebtedness means, as of any date, (i) the amount of outstanding Indebtedness of the Company and its consolidated subsidiaries as of such date, minus (ii) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries as of such date minus (iii) loans by the Company and its consolidated subsidiaries to its Partners or Affiliates thereof as of such date.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • 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;

  • Refinancing Indebtedness means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.