Final Closing Date Indebtedness definition

Final Closing Date Indebtedness means the Closing Date Indebtedness as finally determined in accordance with Section 2.3(e).
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Final Closing Date Indebtedness means (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness set forth in the Closing Statement or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness, as agreed by Seller and Buyer pursuant to Section 1.2(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.2(c)(iii).
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Final Closing Date Indebtedness means: (a) if a notice of disagreement with respect thereto is not delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness set forth in the Closing Statement; or (b) if a notice of disagreement with respect thereto is delivered pursuant to a Purchase Price Dispute Notice, the Closing Date Indebtedness, as agreed by Seller and Buyers pursuant to Section 1.3(c)(ii) or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 1.3(c)(iii).
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Examples of Final Closing Date Indebtedness in a sentence

  • As used herein the “Net Debt Adjustment Amount” shall mean an amount equal to (u) the Final CapEx Adjustment Amount minus (v) the Estimated CapEx Adjustment Amount plus (w) the Final Closing Date Indebtedness Amount minus (x) the Estimated Closing Date Indebtedness Amount minus (y) the Estimated Cash plus (z) Final Cash.

  • Buyer shall revise the Proposed Closing Date Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(e)(ii), and, as revised, such Proposed Closing Date Calculations shall be deemed to set forth the Final Net Working Capital and Final Closing Date Indebtedness, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment).

  • The aggregate purchase price for the Shares shall be an amount in cash equal to: (i) the Enterprise Value; minus (ii) the Final Closing Date Indebtedness; plus (iii) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number); plus (iv) the Final True-Up Adjustment Amount (which may be a positive or negative number) (the amount resulting from the calculation of (i), (ii), (iii) and (iv), the “Final Purchase Price”).

  • The aggregate consideration for the Transferred Subsidiaries Interests, Transferred Assets and Assumed Liabilities shall be an amount in cash equal to (i) the Enterprise Value, plus (ii) the Final Closing Date Cash, minus (iii) the Final Closing Date Indebtedness, minus (iv) the Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the “Final Purchase Price”).

  • The Stockholders’ Representative shall have a thirty (30)-day period to review the Actual Working Capital Statements and Actual Working Capital and the calculations of the Final Closing Date Indebtedness, the Final Cash and Cash Equivalents and the Final Selling Transaction Expenses delivered by Parent.

  • If Parent and the Stockholders’ Representative resolve their dispute and agree upon the calculation of the Actual Working Capital, the Final Closing Date Indebtedness, the Final Cash and Cash Equivalents and/or the Final Selling Transaction Expenses they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the Parties.

  • The Independent Accountant shall consider only those items and amounts in the Working Capital as of the Closing Date consistent with this Agreement and the Final Closing Date Indebtedness, the Final Cash and Cash Equivalents and/or the Final Selling Transaction Expenses which Parent and the Stockholders’ Representative are unable to resolve and shall not make any other determination.

  • Guarantor’s............................................................................................................................................................

  • The Stockholders’ Representative shall have 30 Business Days from the date of receipt of the Final Closing Balance Sheet to review the computation of Final Working Capital, Final Closing Date Cash and Final Closing Date Indebtedness.

  • If the Stockholders’ Representative disputes the calculation of the Actual Working Capital, the Final Closing Date Indebtedness, the Final Cash and Cash Equivalents and/or the Final Selling Transaction Expenses within the allotted time period, the Parties in good faith will attempt to jointly resolve any dispute during the thirty (30)-day period following the delivery of the Working Capital Dispute Notice.


More Definitions of Final Closing Date Indebtedness

Final Closing Date Indebtedness has the meaning assigned to such term in Section 3.4(a)(ii).
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Final Closing Date Indebtedness has the meaning set forth in Section 2.4(d).
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Final Closing Date Indebtedness means the final Company Debt as of immediately prior to the Closing, as determined pursuant to Section 1.05(b), which has become final, conclusive and binding upon the parties in accordance with the provisions of Section 1.05(c).
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Final Closing Date Indebtedness has the meaning set forth in Section 2.12(a). “Final Net Working Capital” has the meaning set forth in Section 2.12(a).
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Final Closing Date Indebtedness has the meaning set forth in the definition of “Net Adjustment Amount”.
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Final Closing Date Indebtedness has the meaning set forth in Section 1.11(e).
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Related to Final Closing Date Indebtedness

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

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

  • Closing Indebtedness means the aggregate amount of all Indebtedness of the Company and its Subsidiaries as of immediately prior, and without giving effect to, the Closing.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.