Closing Debt definition

Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

Closing Debt means Debt of the Group Companies calculated as of the Closing Date.

Closing Debt means the outstanding principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums, breakage costs and other related fees or liabilities payable on the Closing Date as a result of the prepayment thereof or the consummation of the transactions contemplated by the Business Combination Agreement) arising under, any obligations of Allego Holding or any of its subsidiaries consisting of (i) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money, or (ii) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, calculated in accordance with Section 2.03 of the Business Combination Agreement. Notwithstanding the foregoing, “Closing Debt” shall not include any (w) obligations under operating leases or capitalized leases, (x) undrawn letters of credit, (y) obligations under any interest rate, currency or other hedging agreements (other than breakage costs payable upon termination thereof on the Closing Date) or (z) expenses incurred in connection with the Business Combination Agreement, including the E8 Payment Amount.

Examples of Closing Debt in a sentence

• Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount.

• The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount").

• The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report.

• The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount.

• The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date.

More Definitions of Closing Debt

Closing Debt means, as of the Calculation Time, the Debt of the Company, calculated in accordance with the Agreed Principles.

Closing Debt has the meaning set forth in Section 2.10(a).

Closing Debt means the amount of Debt outstanding at Closing, including the costs of defeasance and redemption.

Closing Debt means the total amount of the Debt of the Company determined as of the close of business on the Closing Date.

Closing Debt means Debt as of the Measurement Time.

Closing Debt means any Debt of the Company that is not repaid in full prior to the Closing.

Closing Debt means the aggregate amount of all Debt of the Company as of 12:01 a.m. Pacific Time on the Closing Date.