Closing Date Debt Sample Clauses
The Closing Date Debt clause defines the amount of debt that will be outstanding on the closing date of a transaction, typically in the context of mergers or acquisitions. This clause specifies which debts are included, such as loans, credit lines, or other financial obligations, and may outline how these amounts are to be calculated or adjusted prior to closing. Its core function is to ensure both parties have a clear understanding of the company's financial liabilities at the time of closing, thereby preventing disputes and facilitating accurate purchase price adjustments.
Closing Date Debt. At the Closing, Seller shall prepare and deliver to Buyer Schedule 3.19, which shall set forth the amount of (i) the aggregate debt (excluding trade payables) of Seller outstanding on the Closing Date relating to the Business, which debt will be repaid at or immediately after the Closing Date, including in each case all interest accrued through and including the Closing Date and all prepayment penalties to be incurred in connection with the repayment of any such debt required to be repaid, plus (ii) the present value of all capitalized lease obligations (determined in accordance with generally accepted accounting principles) included in the Assumed Contracts or encumbering the Assets and (iii) the present value, discounted at the lease rate factor, if known, inherent in the lease or, if the lease rate factor is not known, at the rate charged to Seller by a third party lender in connection with its most recent borrowing to finance equipment, of all lease obligations that are not capitalized lease obligations included in the Assumed Contracts or encumbering the Assets (the "CLOSING DATE DEBT").
Closing Date Debt. The Company shall have refinanced its existing mortgage with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.
Closing Date Debt. Closing Date Current Assets and Closing Date Current Liabilities.
(a) Schedule 3.22(a) lists (i) the amount of the aggregate debt (excluding trade payables) of the Corporation outstanding on the Closing Date required to be repaid by WCI or the Corporation at or immediately after the Closing Date and all prepayment penalties incurred or to be incurred by WCI or the Corporation in connection with the repayment of any such debt, (ii) the amount of the aggregate debt (excluding trade payables) of the Corporation outstanding on the Closing Date which will remain outstanding obligations of the Corporation after the Closing Date, and all prepayment penalties applicable to such debt if repaid prior to maturity, including in each case all interest accrued through and including the Closing Date, (iii) the aggregate amount of the present value as of the Closing Date, discounted at the lease rate factor, if known, inherent in the lease or, if the lease rate factor is not known, at the rate charged to the Corporation by a third party lender in connection with its most recent borrowing to finance equipment, of all lease obligations of the Corporation that are not capitalized lease obligations and (iv) the aggregate amount of the present value as of the Closing Date of all capitalized lease obligations (determined in accordance with generally accepted accounting principles) of the Corporation (the "CLOSING DATE DEBT"). Schedule 3.22
(a) includes wire transfer instructions for creditors whose Closing Date Debt WCI has designated for payment, and attached to Schedule 3.22
(a) are pay-off letters or instructions from such creditors in the form provided by WCI's bank or acceptable to WCI.
(b) Schedule 3.22
(b) is an estimate as of the Effective Date of the amount of the aggregate current liabilities (including any reserve for unpaid taxes and excluding the current portion of long-term debt to the extent such current portion is included in Closing Date Debt) and trade payables of the Corporation as of the Effective Date (the "EFFECTIVE DATE CURRENT LIABILITIES") and the amount of the aggregate cash and other current assets of the Corporation as of the Effective Date, including prepaid expenses the benefit of which survives the Effective Date and the accounts receivable of the Corporation earned prior to the Effective Date, and collectible (less an allowance for doubtful accounts) on or after the Effective Date (the "EFFECTIVE DATE CURRENT ASSETS").
Closing Date Debt. In connection with the Transactions, as of the Closing Date, the Borrower and the other Credit Parties shall not have incurred more than (i) $200,988,002 of Exit Notes and (ii) $60,000,000 of term loans under the Term Loan Agreement;
Closing Date Debt. The sum of (i) the aggregate gross cash proceeds in respect of the 2027 Bridge Loans and the 2029 Bridge Loans on the Closing Date shall be no less than $1.5 billion and
Closing Date Debt. Seller shall cause each of the Companies to be free of any and all Debt as of the Closing Date.
Closing Date Debt. CBL/OP will attempt to obtain the Closing Date Debt for the Company in the principal amount of $294,000,000 provided that if the loan terms are too costly, in the sole opinion of CBL/OP, then CBL/OP will obtain Closing Date Debt in a lower principal amount of not less than $266,560,000. CBL/OP will pay the costs of securing this loan (other than any prepayment penalty incurred by Property Owner in connection with the prepayment of its existing indebtedness with the proceeds of the Closing Date Debt loan). Electing Contributors shall guarantee the Closing Date Debt in an amount equal to their percentage interest of such debt as indicated on Schedule I and otherwise on the terms of the guarantee in the form of Exhibit V hereto ("Guarantees").
Closing Date Debt. Debt of the Company and the Subsidiaries outstanding as of the Closing Date and described on PART 7.4 OF ANNEX 3;
Closing Date Debt. A description of the Closing Date Debt to be paid at Closing is set forth on Schedule 2.22.
Closing Date Debt. At the Effective Time, Dearborn shall cause the Closing Date Debt (except for the ▇▇▇▇▇▇▇▇ Loan) indicated in the schedule of Closing Date Debt delivered pursuant to Section 2.1(l) hereof (the "CDD Schedule") to be repaid to the Persons and in the amounts indicated on the CDD Schedule.