Closing Debt. (i) If the Closing Debt is greater than the Estimated Debt, the Seller shall repay to the Purchaser by way of adjustment to the Purchase Price an amount equal to the excess; or
(ii) if the Closing Debt is less than the Estimated Debt, the Purchaser shall pay to the Seller by way of adjustment to the Purchase Price an additional amount equal to the deficiency.
Closing Debt. Assuming the Closing Date Transactions are consummated, neither the Company nor any of its Subsidiaries (other than the Oncor Entities) will have any indebtedness for borrowed money immediately following the Effective Time.
Closing Debt. No less than two (2) business days prior to the Closing Date, Sellers shall cause Company to deliver to Buyer (i) a notice (the “Closing Company Indebtedness Notice”) setting forth Company’s good faith estimate of the aggregate amount of Company Indebtedness to be outstanding as of the Closing (the “Closing Company Indebtedness”) and (ii) draft payoff letters relating to the repayment of the Closing Company Indebtedness, including customary contingent Lien release and commitment termination language, in each case reasonably satisfactory to Buyer (the “Payoff Letters”). On the Closing Date, (x) immediately prior to the Closing, Sellers shall cause Company to cause the Payoff Letters to be duly executed and delivered to Buyer and (y) simultaneously with the Closing, Sellers shall repay, by wire transfer of immediately available funds, all Closing Company Indebtedness, and terminate all Liens securing such Company Indebtedness.
Closing Debt. Buyer shall pay to such accounts designated in writing by the Sellers’ Representative by wire transfer of immediately available funds, an amount, in the aggregate, equal to the Closing Debt set forth on Schedule 1.3, and, in connection therewith, Buyer shall, with the Sellers’ Representative’s assistance if requested by Xxxxx, file all mortgage discharges and UCC-3 termination statements related thereto other than with respect to Permitted Liens. The Sellers shall deliver Schedule
Closing Debt. 74 CODE . . . . . . . . . . . . . . . . . . . . 74 COMMITMENT . . . . . . . . . . . . . . . . . 74 COMPANY. . . . . . . . . . . . . . . . . . . 1
Closing Debt. Parent shall have received payoff letters (the “Payoff Letters”), if any, with respect to the Closing Date, which expressly provided that all Liens securing such Company Debt shall be released upon the payment of the amounts set forth therein to the extent such Company Debt is secured by a Lien on any of the assets of the Company and termination statement, release and other appropriate evidence reasonably requested by Parent to the effect that no Liens against any of the assets of the Company other than Permitted Liens exist as of the Closing Date with respect to such Company Debt. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Closing Debt. “Closing Debt” means (without double counting) all of the Company’s debt and debt-like items (such as indebtedness for borrowed money, capitalized leases, performance bonds and guarantees and off-balance sheet items (excluding lease obligations), all as of the Closing Date but excluding trade payables and other ordinary course current liabilities) calculated as of the Closing Date and determined in accordance with the Applicable Financial Standards. Further, the parties agree to treat any deferred payroll tax withholding permitted under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Pub.L. 116–136 existing as of Closing as Closing Debt.
Closing Debt. (a) Not later than three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a pay-off demand letter, including wire instructions, from each holder (“Holder”) of Indebtedness of the Company as of the Closing Date. Each pay-off demand letter shall set forth the amount required to be paid by the Company to such Holder in order to satisfy in full any and all obligations owed by the Company to such Holder as of the Closing Date and shall otherwise be in form and substance reasonably satisfactory to Buyer. The sum of the amounts set forth in all of the pay-off demand letters delivered to Buyer shall constitute the “Closing Debt”.
(b) At the Closing, in consideration for the release of any Lien affecting the Company (or its stock or assets) which any Holder has imposed, Buyer shall pay in cash to such Holder the respective amount of such Closing Debt due to such Holder by wire transfer of immediately available funds to the bank account designated by such Holder in its pay-off demand letter.
(c) Not less than three (3) Business Days before the Closing, the Seller’s Representative shall provide Buyer with Sellers’ good faith estimate (which estimate will be based on reasonable assumptions) of the Closing Stockholder’s Equity of the Company as of the Closing Date, and thereafter (but prior to the Closing) Sellers may cause an amount of cash, cash equivalents and marketable securities (in each case as determined in accordance with GAAP) of the Company on hand as of the Closing Date (net of any amounts required to cover checks and similar instruments issued by the Company prior to the Closing Date which have not cleared as of the Closing Date) equal to the amount by which the estimated Closing Stockholder’s Equity exceeds the Base Stockholder’s Equity to be distributed to Sellers. Sellers shall pay or, if applicable, reimburse Buyer for all Taxes resulting from the distributions made pursuant to the preceding sentence.
Closing Debt. “Closing Debt” means all of the Company’s debt and debt like items (such as indebtedness for borrowed money, capitalized leases, performance bonds and guarantees and off-balance sheet items, accrued and unpaid vacation pay or paid time off amounts as of the Closing Date but excluding trade payables, deferred revenue and other ordinary course current liabilities) as of the Closing Date. The Parties have agreed that, solely for purposes of calculating Estimated Additional Adjustment Items and Additional Adjustment Items, 30% of the Company’s long-term deferred revenue, as reflected on the Estimated Closing Balance Sheet, shall be deemed to be Closing Debt.
Closing Debt. SCHEDULE 2.5(A) reflects the total estimated amount of the Company's Liabilities for Money Borrowed as of the Closing Date (the "CLOSING DEBT"). The Closing Debt shall be certified by the Chief Financial Officer of Seller and shall be complete and accurate.
