Final Net Debt definition
Examples of Final Net Debt in a sentence
Failure by the Stockholders’ Representative to deliver a Statement of Objection within such 45 day period shall be deemed to constitute acceptance by the Stockholders’ Representative of the Purchaser’s calculation of the Final Net Debt, and shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders.
The Stockholders’ Representative may only deliver one Statement of Objection to the Purchaser, and the Stockholders’ Representative shall not raise any disagreements with the Final Net Debt calculation other than the disagreements set forth in the Statement of Objection, nor shall the Stockholders’ Representative assert any claims that the value of any item or amount is greater or less than the value claimed in the Statement of Objection.
If the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, then, promptly following the Notification Date, and in any event within five (5) business days of the Notification Date, the Escrow Agent shall pay to Parent from the Cash Escrow Fund the amount by which the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, together with all interest earned on such amount.
If the Purchaser and the Stockholders’ Representative are able to reach such agreement during such 15 day period, the Final Net Debt, with such changes as may have been previously agreed in writing by the Purchaser and the Stockholders’ Representative, shall be final and binding upon, and non-appealable by, the Purchaser, the Stockholders’ Representative and, for the avoidance of doubt, the Stockholders.
The Cash Escrow Fund shall be used only in connection with adjusting the Cash Merger Consideration as a result of differences between the Estimated Net Debt at Closing and the Final Net Debt at Closing as set forth in Section 2.02 of the Merger Agreement.