Closing Date Cash has the meaning specified in Section 3.4(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Excluded Liabilities has the meaning set forth in Section 2.4.
Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Initial Bankruptcy Loss Coverage Amount $226,715.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.