Common use of Closing Date Debt Clause in Contracts

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. Attached as Schedule 2.2(a) is a list for each ----------------- of the Acquired Companies, as of the date hereof, of all indebtedness of such Acquired Company that would be 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 Debt on the Closing Date required Date. The Sellers covenant and agree to be repaid by WCI or deliver to the Corporation at or immediately after Purchasers not less than three Business Days prior to the Closing Date definitive schedules setting forth the respective Closing Date Debt of each of the Acquired Companies, under cover of a certificate executed by the Representative certifying that such schedules set forth a true, complete and all prepayment penalties incurred or accurate list of the respective and aggregate Closing Date Debt of the Acquired Companies (which certificate and schedules shall be a representation and warranty of ESC, LPC and DC to be incurred by WCI or the Corporation in connection Purchasers under and for purposes of this Agreement). Concurrently with the repayment delivery of any such debtschedules and certificate, (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 Representative shall also deliver to the Corporation by Purchasers 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 list containing wire transfer instructions for creditors whose Closing Date Debt WCI has designated for paymentwill be repaid by the Acquired Companies in connection with the Closing, and attached to Schedule 3.22 (a) are copies of pay-off letters or instructions from such creditors in form reasonably satisfactory to URI and its senior lenders. At the form Closing, an amount equal to the Closing Date Debt of ESC, Rylan, SMSV and High Reach shall be subtracted from the Assets Purchase Price, the Rylan Purchase Price, the SMSV Merger Consideration and the HR Merger Consideration, respectively; 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 that no such reduction shall be made to the extent such current portion is included in of (x) interest on the Closing Date DebtDebt accrued between July 1, 1998 and the Closing Date or (y) and trade payables late payment penalties arising out of the Corporation as of the Effective Acquired Companies' failure to make payments on Closing Date (the "EFFECTIVE DATE CURRENT LIABILITIES") Debt that became due between June 15, 1998 and the amount of the aggregate cash and other current assets of the Corporation as of the Effective Closing 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. Closing Effective Date Current Assets and Closing Effective 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 Surviving Corporation at or immediately after the Closing Date and all prepayment penalties incurred or to be incurred by WCI or the Surviving 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 Surviving 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