Closing Date Debt definition

Closing Date Debt means all Indebtedness, if any, of the Company outstanding immediately prior to the Closing.

Closing Date Debt has the meaning specified in Section 2.2(a)(iv).

Closing Date Debt means all Debt of the Companies outstanding as of the Effective Time.

Examples of Closing Date Debt in a sentence

• The Closing Date Debt is listed on Schedule 4.24 and accurately reflects all amounts necessary to discharge the amounts of Indebtedness outstanding immediately prior to the Closing.

• The Arbiter shall determine, based solely on presentations by Parent and the Stockholder Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth on the Notice of Disagreement and shall prepare the Final Closing Statement and render a written report as to the dispute and the resulting calculation of Closing Date Working Capital and/or Closing Date Debt, as appropriate, which shall be conclusive and binding upon the parties.

• At the Closing, Parent shall pay, or cause to be paid, by written transfer of immediately available funds, Closing Date Debt and Transaction Expenses deducted from Total Merger Consideration, in each case in accordance with the Consideration Spreadsheet.

• Ernst & Young shall be instructed by the Holding Company and such Representative to prepare and deliver to the Holding Company and to such Representative, after resolving any items in dispute, a balance sheet of the applicable Contributing Company as of the Closing Date reflecting its resolution of all issues in dispute and a statement of the Closing Date Debt Level shown thereon.

• If the Representative of an applicable group of Selling Stockholders or Selling Members of a Contributing Company fails to deliver a notice of objection to the Holding Company within such 15-day period, the amount of the Closing Date Debt Level of such Contributing Company set forth in the statement thereof described in Section 19.4 shall be deemed to have been accepted by such Selling Stockholders or Selling Members.

More Definitions of Closing Date Debt

Closing Date Debt means all Indebtedness of the Company and its Subsidiaries (excluding any Indebtedness that is assumed by OpCo and its Subsidiaries pursuant to the Reorganization Agreement) as of immediately prior to the Closing determined on a consolidated basis (including all prepayment or other penalties, yield maintenance expenses, premiums, accrued interest, fees and other amounts due with respect thereto as of the Closing Date and which have not been paid as of the Closing).

Closing Date Debt means the amount of Debt of the Compression Group Entities as of the Closing Date.

Closing Date Debt means any amounts outstanding (including all principal, interest, reimbursements or other financial obligations, whether or not due and payable) with respect to Company Debt immediately prior to Closing.

Closing Date Debt means the aggregate Indebtedness of the Company outstanding as of immediately prior to Closing, including all Indebtedness set forth on Schedule A-1 of the Company Disclosure Letter; provided, however, that Closing Date Debt shall not include any SEG Notes.

Closing Date Debt means, as of the close of business, Los Angeles, California time, one Business Day prior to the Closing Date, the Debt of the Companies identified on Schedule 4.07(d) and calculated in accordance with the payoff letters to delivered pursuant to Section 8.01(p).

Closing Date Debt means Indebtedness of the Acquired Companies and the Blockers as of immediately prior to the Closing, excluding any items included in Seller Transaction Expenses; provided that Closing Date Debt shall not include any amounts owed as intercompany balances among the Acquired Companies.

Closing Date Debt means the Debt of the Company as of 11:59 p.m. Central Time on the date immediately prior to the Closing Date.