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, 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 2.11(a).

Examples of Closing Debt in a sentence

• 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 General Escrow Account shall be established pursuant to the Escrow Agreement to provide funds against which Buyer-Related Parties may assert claims of indemnification pursuant to ARTICLE VIII, and security for post-Closing adjustments relating to Working Capital, Closing Cash and Closing Debt.

• Any Bond Release Consideration and interest earned thereon not used to repay or defease Closing Debt shall be paid over to Seller.

• Seller shall cause the Recipients to include amounts and Persons necessary to irrevocably defease or repay all Closing Debt in accordance with Section 3.02(c).

• The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

More Definitions of Closing Debt

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.

Closing Debt means Company’s Debt at the Closing Date pursuant to the Closing Balance Sheet.

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

Closing Debt means Debt as of the Measurement Time.

Closing Debt means the aggregate amount of all Debt of the Company as of the Determination Time.

Closing Debt means the combined Indebtedness of the Company Group outstanding as of the Effective Date (but, for the avoidance of doubt, taking into account any Liabilities and obligations in respect of Indebtedness payable as a result of the Closing).

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