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 set forth in Section 1.2(d).
Closing Date Debt means the total Indebtedness of the Company and the Subsidiaries that is outstanding as of the Adjustment Calculation Time, in each case determined on a consolidated basis in accordance with GAAP.
Examples of Closing Date Debt in a sentence
The aggregate consideration to be paid by the Buyer (a) $59,000,000 (the “Base Purchase Price”), plus (b) the Closing Date Cash (if any), minus (c) the Closing Date Debt (if any), plus (d) the Closing Working Capital Adjustment Amount (which may be a positive or negative number), minus (e) the Closing Transaction Expenses (such sum, the “Purchase Price”).
More Definitions of Closing Date Debt
Closing Date Debt means the aggregate amount of all outstanding payment obligations, including principal, interest and premiums, with respect to each item of Company Debt outstanding as of immediately prior to the Closing.
Closing Date Debt means the amount of Debt of the Compression Group Entities as of the Closing Date.
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 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. “Closing Date Transaction Expenses” and “Purchase Price,” respectively, for purposes of this Agreement. In the event of notice of such dispute, Parent and Buyer shall negotiate in good faith to resolve such dispute. If Buyer and Parent, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Parent provides written notice to Buyer of Parent’s objections, then Buyer and Parent shall engage the Auditors to conduct a review of Parent’s objections to the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and/or Preliminary Purchase Price Determination, as the case may be, as promptly as reasonably practicable (such review to be completed not later than thirty (30) days after the Auditors are requested to conduct such review) and, upon completion of such review, to deliver written notice to Parent and Buyer setting forth the Auditors’ resolution of such objections and the resulting adjustments shall be deemed finally determined for purposes of this Section 2.5. The Auditors’ role in completing such review shall be limited to resolving such objections and determining the correct calculations to be used with respect to only the disputed portions of the Preliminary Closing Statement. In resolving such objections, the Auditors shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Preliminary Closing Statement and the decision of the Auditors shall be solely based on (i) whether such item objected to was prepared in accordance with the guidelines set forth in this Agreement concerning determination of the amounts set forth therein or (ii) whether the item objected to contains a mathematical or clerical error. The parties hereto shall not permit the Auditors to conduct any ex-parte communications with the parties, nor shall the Auditors take into consideration any settlement offers provided or exchanged by the parties. The Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and Preliminary Purchase Price Determination as agreed by Buyer and Parent or as determined by the Auditors, as the case may be, shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Debt,” “Closing Date Transaction Expenses,” and “Purchase Price,” respectively...
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.