Closing Date Net Debt definition
Closing Date Net Debt means, as of the Effective Date but prior to giving effect to the Plan, the sum of, without duplication:
(i) the aggregate outstanding Proportionally Consolidated Debt plus any accrued and unpaid interest thereon plus the amount of the New Debt,
(ii) less the Reinstatement Adjustment Amount,
(iii) plus the Permitted Claims Amount,
(iv) plus the amount of Proportionally Consolidated Debt attributable to assets of the Company, its Subsidiaries and other Persons in which the Company, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, transferred or otherwise divested during the period between the date of this Agreement and through the Closing, but excluding any deficiency, guaranty or other similar claims associated with the Special Consideration Properties (as such term is defined in the plan of reorganization for the applicable Confirmed Debtor),
(v) less Proportionally Consolidated Unrestricted Cash; provided, however, that the net proceeds attributable to sales of assets of the Company, its Subsidiaries and other Persons in which the Company, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, or otherwise transferred during the period between the date of this Agreement and through the Closing shall be deducted prior to subtracting Proportionally Consolidated Unrestricted Cash.
Closing Date Net Debt means, as of the Effective Date but prior to giving effect to the Plan, the sum of, without duplication:
(i) the aggregate outstanding Proportionally Consolidated Debt plus any accrued and unpaid interest thereon (including the Contingent and Disputed Debt Claims) plus the amount of the New Debt,
(ii) less the Reinstatement Adjustment Amount,
(iii) plus the Permitted Claims Amount,
(iv) plus the amount of Proportionally Consolidated Debt attributable to assets of the Company, its Subsidiaries and other Persons in which the Company, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, transferred or otherwise divested during the period between the date of this Agreement and through the Closing, but excluding any deficiency, guaranty or other similar claims associated with the Special Consideration Properties (as such term is defined in the plan of reorganization for the applicable Confirmed Debtor),
(v) less Proportionally Consolidated Unrestricted Cash; provided, however, that the net proceeds attributable to sales of assets of the Company, its Subsidiaries and other Persons in which the Company, directly or indirectly, holds a minority interest sold, returned, abandoned, conveyed, or otherwise transferred during the period between the date of this Agreement and through the Closing shall be deducted prior to subtracting Proportionally Consolidated Unrestricted Cash.
Closing Date Net Debt. Section 1.5(b)(i)
Examples of Closing Date Net Debt in a sentence
If a Purchaser does not timely deliver a Dispute Notice, then such Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.
If Purchaser does not timely deliver a Dispute Notice, then Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.
Closing Date Net Debt and GGO Promissory Note · The Closing Date Net Debt shall be determined in accordance with the CIA and the Plan and the GGO Promissory Note, if any, shall be issued on the Effective Date.
To the extent such claims have not been ruled on by the Bankruptcy Court or settled prior to the Effective Date, then the asserted amounts of such claims will be included in calculation of the Closing Date Net Debt.
Closing Date Net Debt and GGO Promissory Note • The Closing Date Net Debt shall be determined in accordance with the CIA and the Plan and the GGO Promissory Note, if any, shall be issued on the Effective Date.
More Definitions of Closing Date Net Debt
Closing Date Net Debt means the amount (which may be a positive or a negative number), as of the Effective Time, equal to the difference of (i) the amount of Closing Date Indebtedness minus (ii) the amount of Retained Cash. Notwithstanding anything herein to the contrary, “Closing Date Net Debt” shall exclude obligations to the extent repaid or terminated without further obligation before Closing (or to the extent repaid at the Closing with funds that are both (x) not included as Retained Cash and (y) not provided by Purchaser on behalf of Sellers or the Target Entities).
Closing Date Net Debt means the actual Net Debt of the Company on the Closing Date as calculated in accordance with the modalities and the Accounting Principles set forth in Exhibit 3.2.1. It is intended that the cash paid by Seller to the Company for the VAT relating to the Real Estate Transaction shall not be part of the Closing Date Net Debt.
Closing Date Net Debt. Statement” Section 1.5(b)(iv) “Closing Form 8-K” Section 5.4(b) “Closing Press Release” Section 5.4(b) “Code” Recital E “Comfort Letter” Section 6.3(g) “Company” Header “Company Certificates” Section 1.6(a) “Company Closing Certificate” Section 6.3(a) “Company Capital Stock” Section 1.5(a) “Company Contracts” Section 2.19(a) “Company Contract Consents” Section 5.21 “Company Intellectual Property” Section 2.18 “Company Membership Interests” Section “Company Products” Section 2.18 “Company Registered Intellectual Property” Section 2.18 “Company Schedule” Article II Preamble “Company Stock Options” Section 2.3(c) “Company Warrants” Section 2.3(c) “Copyrights” Section 2.18 “Corporate Records” Section 2.1(c) “December 2006 Agreement” Header “Deductible” Section 7.4(c) “DGCL” Section 5.1(b) “Disclosure Schedules” Section 5.14(a) “Distribution Date” Section 1.15 “Due Date” Section 1.6(d)(v)
Closing Date Net Debt has the meaning specified in Section 1.6(a).
Closing Date Net Debt means the actual Net Debt of the Company on the Closing Date as calculated in accordance with the modalities and the Accounting Principles set forth in Exhibit 3.2.
Closing Date Net Debt has the meaning specified in Section 2.07(b).
Closing Date Net Debt means an amount equal to the Net Debt, on the calendar day immediately preceding the Closing Date.