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 indebtedness with the Closing Date Debt which shall comply with the requirements set forth in Section 5.7 below.
Closing Date Debt. Effective Date Current Assets and 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
Closing Date Debt. CBL/OP will attempt to obtain the Closing Date Debt for the Company in the principal amount of $59,250,000.00 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 $53,720,000.00. 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. Seller shall cause the Company to be free of any and all Debt as of the Closing Date.
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. 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. 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 Debt on the Closing Date. The Sellers covenant and agree to deliver to the 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 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 the Purchasers under and for purposes of this Agreement). Concurrently with the delivery of such schedules and certificate, the Representative shall also deliver to the Purchasers a list containing wire transfer instructions for creditors whose Closing Date Debt will be repaid by the Acquired Companies in connection with the Closing, and copies of pay-off letters or instructions from such creditors in form reasonably satisfactory to URI and its senior lenders. At the 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 that no such reduction shall be made to the extent of (x) interest on the Closing Date Debt accrued between July 1, 1998 and the Closing Date or (y) late payment penalties arising out of the Acquired Companies' failure to make payments on Closing Date Debt that became due between June 15, 1998 and the Closing Date.
Closing Date Debt. WCI shall, on or promptly after the Closing Date, pay or satisfy the Closing Date Debt.
Closing Date Debt. At the Closing, Seller shall prepare and deliver to Buyers Schedule 3.19, which shall set forth the amount of the aggregate debt (excluding trade payables) of Seller outstanding on the Closing Date relating to the Business or the Assets on the Closing Date (the "Closing Date Debt"). Buyers are not assuming any other debt of the Seller other than the debt listed on Schedule 3.19 which Buyers will pay on the Closing Date and which will be deducted from the Purchase Price pursuant to Section 1.4(a) hereof.
