Closing Company Debt definition

Closing Company Debt has the meaning set forth in Section 4.01(d).

Closing Company Debt means the total amount of outstanding Company Debt as of the Closing.

Closing Company Debt means the amount of Company Debt as set forth in the Company Closing Financial Certificate.

Examples of Closing Company Debt in a sentence

• As of August 1, 2015, the deductible will not apply where the award for pain and suffering is greater than $121,799 for the period of August 1, 2015 to December 31, 2015.

• The Reviewing Party shall be instructed to resolve the unresolved disputed items in accordance with the definitions of Closing Cash, Closing Net Working Capital, Company Transaction Expenses, Closing Company Debt and Accounts Receivables and shall be instructed not to independently investigate any other matters.

• Within 60 days after the Closing, Acquirer shall deliver to the Securityholders’ Agent a statement (the “ Acquirer Adjustment Statement”) setting forth Acquirer’s calculation of (i) the Company Cash, (ii) the Closing Company Debt, (iii) the Unpaid Company Transaction Expenses, (iv) the Closing Working Capital, and (v) the Adjusted Cash Consideration (collectively, the “Acquirer Adjustment Calculations”), together with supporting documentation and calculations.

• Based on such estimates and prior to the Closing Date, Acquiror and the Company shall in good faith calculate estimates of (i) Closing Company Debt (“Estimated Closing Company Debt”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”) and (iv) Closing Working Capital (“Estimated Closing Working Capital”), which estimates shall be used to determine the Total Consideration Value for purposes of the Closing.

• Prior to Closing, Parent shall have the right to notify the Company of any revisions required to be made to the Estimated Excess Closing Company Debt based on information then available to Parent.

More Definitions of Closing Company Debt

Closing Company Debt means the aggregate amount of all Company Debt that has not been repaid or otherwise satisfied by the Company prior to the Closing.

Closing Company Debt means the aggregate amount of Company Debt outstanding immediately prior to the Closing.

Closing Company Debt means, without duplication, (a) the sum of the items of Indebtedness listed on Exhibit 1.01(a) marked with an “x” under the column “Closing Company Debt” and (b) to the extent not included in such calculation, the sum of the amounts of Liabilities of the Acquired Companies with respect to:

Closing Company Debt means Company Debt as of the Closing Date.

Closing Company Debt means Socrata’s short-term indebtedness and long-term indebtedness (including the current portion thereof) for borrowed money as of the opening of business on the Closing Date, excluding (a) any Transaction Expenses, (b) any Current Liabilities, (c) any accounts payable incurred in the ordinary course of business, (d) the Initial Settlement Payable, and (e) the Additional Settlement Payables.

Closing Company Debt means the aggregate amount of all Company Debt that has not been repaid as of the Closing. “Closing Working Capital” means Working Capital as of the Closing. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. “Code” means the United States Internal Revenue Code of 1986, as amended. “Company Common Stock” means the Common Stock of the Company, par value $0.0001 per share. “Company Debt” means, as of any specified date, the amount equal to the sum (without any double-counting) of the following amounts and obligations (whether or not then due and payable), to the extent they are of the Company or guaranteed by the Company, including through the grant of a security interest upon any assets of the Company: (i) all outstanding indebtedness for borrowed money owed to Persons (whether or not evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible) or arising under indentures); (ii) accrued interest, fees or expenses payable with respect to indebtedness referred to in clause (i); (iii) all obligations for the deferred purchase price of property, goods or services (including any potential future earn-out, purchase price adjustment, releases of “holdbacks” or similar payments, but excluding any such obligations to the extent there is cash being held in escrow exclusively for purposes of satisfying such obligations) (“Deferred Purchase Price”); (iv) all obligations evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible) or arising under indentures; (v) all obligations arising out of any financial hedging, swap or similar arrangements; (vi) all obligations as lessee that would be required to be capitalized in accordance with GAAP; (vii) all obligations in connection with any letter of credit, banker’s acceptance, guarantee, surety, performance or appeal bond, or similar credit transaction; (viii) all obligations with respect to any off-balance sheet financings; (ix) all unpaid income Taxes of the Company for any Pre-Closing Tax Period (which, for the avoidance of doubt, shall not be an amount less than zero and shall not take into account any income Tax receivables); (x) the aggregate amount of all Taxes deferred under Section 2302 of the CARES Act and all other amounts received from Governmental Entities as a result of COVID-19 Measures (including any forgivable loans pursuant to the CARES Act and the PPP Debt to the extent not repaid prior to Closing) and...

Closing Company Debt means the payoff amount set forth in the payoff letter for the Loan and Security Agreement to be provided pursuant to the terms of Section 5.8 of the Merger Agreement.