Closing Debt. (i) If the Closing Debt is greater than the Estimated Debt, the Seller shall repay to the Purchaser by way of adjustment to the Purchase Price an amount equal to the excess; or
Closing Debt. Assuming the Closing Date Transactions are consummated, neither the Company nor any of its Subsidiaries (other than the Oncor Entities) will have any indebtedness for borrowed money immediately following the Effective Time.
Closing Debt. No less than two (2) business days prior to the Closing Date, Sellers shall cause Company to deliver to Buyer (i) a notice (the “Closing Company Indebtedness Notice”) setting forth Company’s good faith estimate of the aggregate amount of Company Indebtedness to be outstanding as of the Closing (the “Closing Company Indebtedness”) and (ii) draft payoff letters relating to the repayment of the Closing Company Indebtedness, including customary contingent Lien release and commitment termination language, in each case reasonably satisfactory to Buyer (the “Payoff Letters”). On the Closing Date, (x) immediately prior to the Closing, Sellers shall cause Company to cause the Payoff Letters to be duly executed and delivered to Buyer and (y) simultaneously with the Closing, Sellers shall repay, by wire transfer of immediately available funds, all Closing Company Indebtedness, and terminate all Liens securing such Company Indebtedness.
Closing Debt. Buyer shall pay to such accounts designated in writing by the Sellers’ Representative by wire transfer of immediately available funds, an amount, in the aggregate, equal to the Closing Debt set forth on Schedule 1.3, and, in connection therewith, Buyer shall, with the Sellers’ Representative’s assistance if requested by Buyer, file all mortgage discharges and UCC-3 termination statements related thereto other than with respect to Permitted Liens. The Sellers shall deliver Schedule 1.3 to Buyer no less than two (2) days prior to Closing.
Closing Debt. Parent shall have received Payoff Letters with respect to the Closing Date, which expressly provide that all Liens securing such Debt shall be released upon the payment of the amounts set forth therein to the extent such Debt is secured by a Lien on any of the assets of the Company and termination statement, release and other appropriate evidence reasonably requested by Parent to the effect that no Liens against any of the assets of the Company other than Permitted Encumbrances exist as of the Closing Date with respect to such Debt.
Closing Debt. “Closing Debt” means all of the Company’s debt and debt like items (such as indebtedness for borrowed money, capitalized leases, performance bonds and guarantees and off-balance sheet items, accrued and unpaid vacation pay or paid time off amounts as of the Closing Date but excluding trade payables, deferred revenue and other ordinary course current liabilities) as of the Closing Date. The Parties have agreed that, solely for purposes of calculating Estimated Additional Adjustment Items and Additional Adjustment Items, 30% of the Company’s long-term deferred revenue, as reflected on the Estimated Closing Balance Sheet, shall be deemed to be Closing Debt.
Closing Debt. “Closing Debt” means (without double counting) all of the Company’s debt and debt-like items (such as indebtedness for borrowed money, capitalized leases, performance bonds and guarantees and off-balance sheet items (excluding lease obligations), all as of the Closing Date but excluding trade payables and other ordinary course current liabilities) calculated as of the Closing Date and determined in accordance with the Applicable Financial Standards. Further, the parties agree to treat any deferred payroll tax withholding permitted under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Pub.L. 116–136 existing as of Closing as Closing Debt.
Closing Debt. On the Closing Date, the Closing Debt shall not be greater than the Target Debt. In the event that the Closing Debt is greater than the Target Debt, Buyer shall have the right to proceed to Closing, in which event the Cash Consideration shall be reduced by amount equal to the difference between the Closing Debt and the Target Debt.
Closing Debt. Parent shall have received payoff letters (the “Payoff Letters”), if any, with respect to the Closing Date, which expressly provided that all Liens securing such Company Debt shall be released upon the payment of the amounts set forth therein to the extent such Company Debt is secured by a Lien on any of the assets of the Company and termination statement, release and other appropriate evidence reasonably requested by Parent to the effect that no Liens against any of the assets of the Company other than Permitted Liens exist as of the Closing Date with respect to such Company Debt. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
Closing Debt. Notwithstanding Section 1.1(j), the undersigned agree that the Closing Debt shall be $36,366,847.
