Closing Debt definition

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 has the meaning set forth in Section 2.11(a).

Examples of Closing Debt in a sentence

  • 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(a).


More Definitions of Closing Debt

Closing Debt means all Indebtedness owed in respect of the applicable bank financing used to purchase the vehicle inventory of the Seller Group and secured by such vehicle inventory or financing used to purchase Transferred Owned Real Property and secured by such Transferred Owned Real Property.
Closing Debt means the aggregate amount of all Debt of the Company as of 12:01 a.m. Pacific Time on the Closing Date.
Closing Debt means any Debt of the Company that is not repaid in full prior to the Closing.
Closing Debt means the aggregate amount of Debt as of the Designated Time.