Final Closing Indebtedness Amount definition

Final Closing Indebtedness Amount has the meaning specified in Section 4.5(c).

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Final Closing Indebtedness Amount means the Closing Indebtedness Amount set forth in the Final Closing Statement.

Final Closing Indebtedness Amount for purposes of this Agreement. The calculation of the Closing Transaction Expense Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Transaction Expense Amount” for purposes of this Agreement. The calculation of Net Working Capital, as finally determined pursuant to this Section 4.5, shall constitute the “Final Working Capital” for purposes of this Agreement. The calculation of the Closing Receivables Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Receivables Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Bond Exchange and Assumption Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Bond Exchange and Assumption Amount” for purposes of this Agreement. The calculation of the Closing Performance Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Performance Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Capex Deficiency, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Capex Deficiency” for purposes of this Agreement. The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.

Examples of Final Closing Indebtedness Amount in a sentence

To the extent a Tax liability specifically reflected in the Final Closing Indebtedness Amount or Final Working Capital exceeds the amount of such Tax actually paid by Buyer or the Acquired Companies, such difference shall be treated as a refund or credit which Seller is entitled to retain, or receive prompt payment from Buyer with respect to, as described in the prior sentence.
The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.
With respect to any Company Plan providing for retention, sign-on or similar bonuses, Buyer shall assume all outstanding Liabilities and obligations of Seller and its Affiliates to each Transferred Employee under any such Company Plan solely to the extent such Liabilities and obligations (and the employer portion of any payroll taxes payable in respect thereof) are fully accrued as a Liability in the calculation of the Final Closing Indebtedness Amount.
Notwithstanding anything in this Agreement to the contrary, no item shall be counted more than once in the determination of the Estimated Working Capital Amount, Final Working Capital Amount, Estimated Cash on Hand Amount, Final Cash on Hand Amount, Estimated Closing Indebtedness Amount, Final Closing Indebtedness Amount, Estimated Transaction Expenses or Final Transaction Expenses.

More Definitions of Final Closing Indebtedness Amount

Final Closing Indebtedness Amount means the Closing Indebtedness Amount, as deemed final, binding, and conclusive in accordance with

Final Closing Indebtedness Amount means the Closing Indebtedness Amount set forth in the Final Closing Statement, provided, however, that if the Closing Indebtedness Amount is disputed, it shall mean the Closing Indebtedness Amount as finally determined pursuant to the procedures in Section 1.05(a).

Final Closing Indebtedness Amount has the meaning set forth in Section 2.06(c)(v).

Final Closing Indebtedness Amount. “Final Trust Account Interest” and “Final Closing Transaction Costs” mean the amount of such items: (i) as shown in the Adjustment Statement delivered by Parent to the Stockholder Representative pursuant to Section 2.11(d) if no Adjustment Notice of Objection with respect thereto is timely delivered by the Stockholder Representative to Parent pursuant to Section 2.11(f); or (ii) if an Adjustment Notice of Objection is so delivered: (A) as agreed by Parent and the Stockholder Representative pursuant to Section 2.11(f); or (B) in the absence of such agreement, as determined in the Independent Expert’s report delivered pursuant to Section 2.11(f).

Final Closing Indebtedness Amount mean the amount of such items: (i) as shown in the Adjustment Statement delivered by Parent to the Seller pursuant to Section 2.11(a) if no Adjustment Notice of Objection with respect thereto is timely delivered by the Seller to Parent pursuant to Section 2.11(c); or (ii) if an Adjustment Notice of Objection is so delivered: (A) as agreed by Parent and the Seller pursuant to Section 2.11(c); or (B) in the absence of such agreement, as determined in the Independent Expert’s report delivered pursuant to Section 2.11(c).

Final Closing Indebtedness Amount shall have the meaning set forth in Section 1.04(g)(i).

Final Closing Indebtedness Amount is defined in Section 2.5.5

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