Net Debt Difference definition

Net Debt Difference has the meaning set forth in Section 3.6(e).
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Net Debt Difference means the amount equal to the amount of Net Debt of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Net Debt. The “Working Capital Difference” means the amount equal to the Working Capital of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Working Capital. The “Total Difference” is equal to the difference in the Pre-Adjustment Purchase Price minus the Total Purchase Price as adjusted pursuant to this paragraph.”
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Net Debt Difference means the amount equal to the amount of Net Debt of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Net Debt. The “Working Capital Difference” means the amount equal to the Working Capital of the Volt Business on a consolidated basis fixed pursuant to Section 3.3(d) minus the Base Working Capital. The “Total Difference” is equal to the difference in the Pre-Adjustment Purchase Price minus the Total Purchase Price as adjusted pursuant to this paragraph. (f)Within five (5) Business Days after the Closing Balance Sheet, and the amount of Net Debt and Working Capital of NewCo on a consolidated basis have been fixed pursuant to Section 3.3(d): - 12 - (i)in the case the Total Difference is greater than zero, Seller shall pay to Purchaser an amount equal to the Total Difference; or (ii)in the case that the Total Difference is less than zero, Purchaser shall pay to Seller an amount equal to the absolute value of the Total Difference. Such payment shall be made by wire transfer of immediately available funds, free of any bank and other charges, to Seller’s Account (if to be made to Seller) or the bank account specified in Schedule 3.3(f) (if to be made to Purchaser). 3.4Tax Treatment of Total Difference Payment. Adjustment payments made under Section 3.3 shall be treated by the Parties as an adjustment to the Total Purchase Price for Tax purposes, unless otherwise required by Law. ARTICLE IV
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Examples of Net Debt Difference in a sentence

  • Difference) is a negative figure) or is less than (in which case the Net Debt (Difference) is a positive figure) the Net Debt (Estimate).

  • As such, to the extent the Target Group has any Net Working Capital Difference and Net Debt Difference as of the First Closing Date, there shall be an adjustment payment equal to the Post-Closing Adjustment Amount that is payable either from the Seller and Founder to the Buyer, or vice versa, in each case calculated pursuant to this Article 3.

  • No adjustment shall be made with respect to the Net Debt Difference if it is equal to zero or with respect to the Working Capital Difference if it is equal to zero.

  • The Closing Purchase Price is adjusted on a USD-for-USD basis by an amount equal to the sum of the Net Debt (Difference) and the Net Working Capital Difference (Final) (such amount, the Adjustment Amount).


More Definitions of Net Debt Difference

Net Debt Difference. As defined in Section 2.3(f)(i). "
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Net Debt Difference means Net Debt minus the Target Net Debt Amount. For the avoidance of doubt, the Net Debt Difference can be a positive number (Net Debt is greater than the Target Net Debt Amount) or a negative number (Net Debt is less than the Target Net Debt Amount).
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Net Debt Difference means an amount equal to: RMB 522,172,000 minus First Closing Net Debt.
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Related to Net Debt Difference

  • Net Debt Proceeds means, with respect to any incurrence of Indebtedness for borrowed money, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by the respective Person from the respective incurrence of such Indebtedness for borrowed money.

  • Net Debt is calculated by adding short-term and long-term debt and subtracting cash and liquid assets.

  • Total Net Debt means, at any time, the aggregate amount of all obligations of members of the Group for or in respect of Borrowings at that time but:

  • Adjusted Leverage Ratio means, as of any date, the ratio of (a) Consolidated Total Funded Debt outstanding as of such date minus any Unrestricted Cash over $3,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on such date.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

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

  • Adjusted CD Rate has the meaning set forth in Section 2.07(b).

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.

  • Debt Yield as of any date of determination, the percentage obtained by dividing:

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Total Debt Service means the sum of (i) scheduled or other required payments of principal on Indebtedness, and (ii) Interest Expense, in each case for such period.

  • Adjusted One Month LIBOR Rate means, an interest rate per annum equal to the sum of (i) 1.00% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the Screen Rate at approximately 11:00 a.m. London time on such day.

  • Net Debt to EBITDA Ratio means the ratio of Net Debt to EBITDA for the then most recently concluded fiscal year, subject to adjustments for Asset Dispositions and investments made during the period.

  • Total adjusted capital means the sum of:

  • Consolidated First Lien Net Debt means, as of any date of determination, the aggregate principal amount of Consolidated Net Debt on such date that is secured by a Lien on any asset of the Borrower and its Restricted Subsidiaries as of such date, but excluding such Indebtedness to the extent secured on a junior lien basis to the Obligations.

  • Quarterly Excess Available Funds Percentage means, with respect to the March 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Average value means the value which best represents the amount of the nutrient which a given food contains, and reflects allowances for seasonal variability, patterns of consumption and other factors which may cause the actual value to vary.

  • Consolidated First Lien Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date that is secured on a first lien basis by assets or properties of Holdings or any Subsidiaries to (b) Consolidated EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

  • Total Debt means, at any time, the total Indebtedness of the Borrower and the Subsidiaries at such time (excluding Indebtedness of the type described in clause (i) of the definition of such term, except to the extent of any unreimbursed drawings thereunder).

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • First Lien Leverage Ratio means the ratio, as of any date, of (a) Consolidated First Lien Debt as of the last day of the Test Period then most recently ended to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended, in each case of the Borrower and its Restricted Subsidiaries on a consolidated basis.