Common use of Net Debt Clause in Contracts

Net Debt. The Company shall use its reasonable best efforts to cause its Net Debt immediately prior to the Effective Time to be not greater than (i) $217,000,000 if the Effective Time shall occur on or after August 31, 2009 but before September 30, 2009, (ii) $205,000,000 if the Effective Time shall occur on or after September 30, 2009 but before November 30, 2009, (iii) $204,000,000 if the Effective Time shall occur on or after November 30, 2009 but before December 31, 2009, (iv) $197,000,000 if the Effective Time shall occur on or after December 31, 2009 but prior to January 31, 2010 and (v) $192,000,000 if the Effective Time shall occur on or after January 31, 2010; provided, however, that the amount of Net Debt shall not include any amounts relating to any transition or integration costs incurred by the Company at the request of Parent after the satisfaction of the condition set forth in Section 7.1(c). The term “Net Debt” of the Company and its subsidiaries shall mean (A) all amounts outstanding under the Senior Credit Agreement and the Subordinated Credit Agreement less (B) any cash or marketable securities held by the Company and its subsidiaries.