Net Indebtedness Amount means the ACFP Continuing Indebtedness minus Cash, in each case, determined as of the close of business on the Closing Date, as adjusted pursuant to Section 2.04; provided that, and for the avoidance of doubt, Indebtedness shall not include any Indebtedness incurred after the Closing on behalf (or at the direction) of Buyer.
Net Indebtedness Amount means an amount, which may be a positive or a negative, equal to the sum of (a) the aggregate outstanding Indebtedness of Seller (other than any undrawn letters of credit, surety bonds and other credit support) minus (b) the aggregate amount of Cash Equivalents of Seller that is included as an Acquired Asset, in each case determined in accordance with the policies, procedures and values set forth on Schedule C , which, for the avoidance of doubt, is an illustrative calculation of the Net Indebtedness Amount as of April 30, 2017; provided , however , that in no event shall the calculation of the Net Indebtedness Amount include any amounts relating to any amounts or items included in the calculation of Net Working Capital or Seller Transaction Expenses.
Net Indebtedness Amount means an amount, which may be a positive or a negative, equal to the sum of (a) the aggregate outstanding Indebtedness of Seller (other than any undrawn letters of credit, surety bonds and other credit support) minus (b) the aggregate amount of Cash Equivalents of Seller that is included as an Acquired Asset, in each case determined in accordance with the policies, procedures and values set forth on Schedule C, which, for the avoidance of doubt, is an illustrative calculation of the Net Indebtedness Amount as of April 30, 2017; provided, however, that in no event shall the calculation of the Net Indebtedness Amount include any amounts relating to any amounts or items included in the calculation of Net Working Capital or Seller Transaction Expenses.
Examples of Net Indebtedness Amount in a sentence
If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Statement and the calculations of Cash, ACFP Continuing Indebtedness and Net Indebtedness Amount reflected in the Closing Statement shall be deemed to have been accepted by Seller.
The Independent Accountant, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Net Indebtedness Amount, as the case may be, and the Closing Statement.
There will be no change in the Closing Payment or Purchase Price if the Initial Closing Net Indebtedness Amount is equal to or less than $16,676,000.
In addition, the Closing Payment and the Purchase Price shall be decreased by the amount that the Initial Closing Net Indebtedness Amount exceeds $16,676,000.
For valuation purposes, the Proportional Equity Value excludes fifty percent (50%) of the aggregate shareholder loans made available by SAESA to the JV Companies as of June 30, 2019, which amount is included in the Target Net Indebtedness Amount.
More Definitions of Net Indebtedness Amount
Net Indebtedness Amount means the amount, which may be a positive or negative number, equal to (a) the Cash Amounts less (b) the Indebtedness Amount less (c) the aggregate amount of Company Transaction Expenses (but, in respect of the final Net Indebtedness Amount, excluding any amounts Purchaser fails to discharge or satisfy pursuant to Section 2.10 but solely to the extent included in the calculation of the Closing Cash Payment).
Net Indebtedness Amount means the amount by which outstanding Indebtedness exceeds $130,000,000; provided that, in the event Indebtedness is less than or equal to $130,000,000, the Net Indebtedness Amount shall be deemed to be $0.
Net Indebtedness Amount means (i) the aggregate amount of (A) principal and interest in respect of Indebtedness outstanding under the Credit Agreement plus (B) obligations under any Interest Rate Hedge, minus (ii) the aggregate amount of Cash Equivalents (including, for the avoidance of doubt, fifty percent (50%) of the Cash Equivalents of Xxxxxx), plus (iii) fifty percent (50%) of the aggregate amount of any Indebtedness (including interest) of Xxxxxx in respect of the Xxxxxx Xxxxx, in each case determined in accordance with the policies, procedures and values set forth on Annex D, which, for the avoidance of doubt, includes an illustrative calculation of the Net Indebtedness Amount as of June 30, 2014.
Net Indebtedness Amount means an amount equal to, as of the Closing Date, (i) the then outstanding principal of, and accrued and unpaid interest on, and any premiums, prepayment fees and penalties due upon prepayment and full satisfaction of, all bank or other third party indebtedness for borrowed money of the Parent or the Company and its Subsidiaries, including indebtedness under any bank credit agreement and any other related agreements, and amounts due to Purchaser under the Loan Documents, minus (ii) the amount of cash on hand at the Company immediately prior to the Closing. If the Net Indebtedness Amount is a negative number, the parties hereto shall treat it is zero.
Net Indebtedness Amount shall have the meaning set forth in Schedule I.
Net Indebtedness Amount means $[*].
Net Indebtedness Amount means the aggregate outstanding principal of the Bond Indebtedness and Debt Service Reserve Term Loan of the Acquired Companies (but, for the avoidance of doubt, not any interest owing thereon), net of the Cash Debt Service Reserve Amount, determined in a manner consistent with the policies, procedures and method of calculation reflected on Schedule C.