Closing Net Indebtedness definition

Closing Net Indebtedness means, as of the Reference Time, (i) the aggregate amount of all Indebtedness of the Target Companies, less (ii) the Closing Company Cash, in each case of clauses (i) and (ii), on a consolidated basis and as determined in accordance with the Accounting Principles.
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Closing Net Indebtedness means, as of the Reference Time, the amount of all Indebtedness of the Target Companies less the amount of the cash and cash equivalents of the Target Companies, each on a consolidated basis determined in accordance with the Accounting Principles.
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Closing Net Indebtedness shall have the meaning set forth in Section 3.5(a).
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Examples of Closing Net Indebtedness in a sentence

  • In the event Seller revises such Closing Notice in response to Purchaser’s comments, the revised statement incorporating revised estimates of the Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, as applicable, shall be treated as the Closing Notice hereunder.

  • Purchaser shall have two (2) Business Days from the receipt of the Closing Notice to provide Seller any comments with respect to the computation of any of the components of Estimated Modified Working Capital, Estimated Closing Net Indebtedness and Estimated Closing Transaction Expenses, which comments shall be considered by Seller in good faith (it being understood that Seller shall be under no obligation to revise such Closing Notice in response to Purchaser’s comments).

  • For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital.

  • If the final Price Adjustment Statement discloses that Estimated Net Indebtedness is less than the Closing Net Indebtedness, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit.

  • The purchase price for the Shares (the “Closing Purchase Price”) is an amount equal to (i) $2,700,000,000, plus (ii) Estimated Closing Working Capital Adjustment, minus (iii) Estimated Closing Net Indebtedness, minus (iv) the amount of Estimated Seller Transaction Expenses.


More Definitions of Closing Net Indebtedness

Closing Net Indebtedness means Closing Indebtedness minus Closing Cash minus $200,000,000;
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Closing Net Indebtedness means the Indebtedness of the Company and its Subsidiaries as of the Closing Date, minus the Cash of the Company and its Subsidiaries as of the Closing Date. For purposes of this definition, the term Indebtedness shall be deemed to include any letters of credit of the Company and its Subsidiaries as of the Closing Date, it being understood that letters of credit are not included in the definition of Indebtedness for any purpose other than this definition and are not included in the Cash and Indebtedness Schedule.
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Closing Net Indebtedness means, as of immediately before the effective time of the Closing, the amount (which may be positive or negative), equal to the difference of (a) the aggregate amount of all Transferred Cash and Cash Equivalents (determined on a combined basis) as of such time, minus (b) the aggregate amount (determined on a combined basis in accordance with U.S. GAAP) as of such time, without double counting, of all outstanding Funded Indebtedness of the Transferred Entities and Funded Indebtedness of the Business; provided that, Funded Indebtedness of the type described in clause (d) of the definition thereof will only be included in the calculation of Closing Net Indebtedness to the extent the amount of such Indebtedness exceeds $20,000,000 (in which case, for the avoidance of doubt, only the amount in excess of $20,000,000 will be included).
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Closing Net Indebtedness means the excess of (i) Indebtedness as of the Adjustment Calculation Time minus (ii) Closing Cash.
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Closing Net Indebtedness means (1) all Indebtedness of the Acquired Companies outstanding as of the Purchase Price Measurement Time, less (2) the amount of the Acquired Companies’ Cash as of the Purchase Price Measurement Time.
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Closing Net Indebtedness means for each Company, without duplication of amounts included in Closing Working Capital or Transaction Expenses, the difference (which may be positive or negative) of (a) aggregate Indebtedness of such Company (excluding any amounts outstanding under the Working Capital Loan with respect to such Company, if any), minus (b) the aggregate Cash of such Company, minus (c)(i) only with respect to AME, Permitted Tax Distributions that have been made by AME to its Members, thereby reducing Cash balances, after the date hereof that are in an amount up to but not exceeding $2,000,000 in the aggregate (as such amount may be increased as set forth below), and (ii) only with respect to POR and RVC on a collective basis, Permitted Tax Distributions that have been made by POR and RVC to their respective Members, thereby reducing Cash balances, after the date hereof that are in an aggregate amount for both Companies up to but not exceeding $9,000,000 in the aggregate, in each case of the foregoing clauses (a), (b) and (c), determined as of immediately prior to the Closing without giving effect to purchase accounting or the effects of the transactions. Notwithstanding the foregoing and for the sake of clarity, the amount of any Permitted Tax Distribution made to AME, in its capacity as a Member, that is subsequently paid by AME to its Members as a Permitted Tax Distribution, thereby reducing Cash balances, shall increase the $2,000,000 limit provided for AME in clause (c)(i) above. In no event shall Cash and Permitted Tax Distributions be duplicative in the calculation of Closing Net Indebtedness.
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Closing Net Indebtedness means the Net Indebtedness as of the Closing Date (excluding the transactions to take place at Closing contemplated by this Agreement).
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