Benchmark Time definition

Benchmark Time means 12:01 a.m., Central Standard Time, on the Closing Date.

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Benchmark Time means 12:01 a.m. Paris Time on the Closing Date.

Benchmark Time means immediately prior to Closing.

Examples of Benchmark Time in a sentence

• Seller shall assume the liability for the amount of accrued but unused vacation time, paid time off and other time-off benefits as such Business Employee had with the Company, Seller or any of its Subsidiaries as of immediately prior to the Closing Date, in each case, only to the extent not accrued and accounted for in the Net Working Capital as of the Benchmark Time.

• Not less than two (2) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (a) Cash as of the Benchmark Time, (b) Indebtedness as of the Benchmark Time, (c) Net Working Capital as of the Benchmark Time and (d) resulting calculation of the Purchase Price (such amount, the “Closing Purchase Price”).

• The aggregate consideration to be paid by Amber Purchaser to Seller and the Selling Subsidiaries for the purchase of the ACAMS Equity shall be an amount in cash equal to (a) $500,000,000 (the “Base ACAMS Price”), plus (b) the ACAMS Net Working Capital Overage (if any), minus (c) the ACAMS Net Working Capital Underage (if any), plus (d) ACAMS Cash as of the Benchmark Time, minus (e) ACAMS Indebtedness as of the Benchmark Time (the amount calculated pursuant to this sentence, the “ACAMS Purchase Price”).

• Notwithstanding anything to the contrary contained herein, the Company and Target Companies are permitted to make distributions of cash to the Sellers solely prior to the Benchmark Time.

• From and after the Benchmark Time until the actual consummation of the Closing, the Company will not (i) make any cash payment outside the Ordinary Course or make any dividend of distribution to the Stockholders or (ii) incur any Indebtedness.

More Definitions of Benchmark Time

Benchmark Time means 12:01 a.m., Eastern time, on the Closing Date. All calculations or determinations to which the Benchmark Time applies shall be calculated and determined without taking into account any actions or transactions taking place at the Closing related to the consummation of the transactions contemplated hereby, including payment of the Transaction Expenses or the repayment of Indebtedness of the Company.

Benchmark Time means 11:59 p.m. Eastern time on the day immediately prior to the Closing.

Benchmark Time means 11:59 p.m. (local time wherever applied) on the Benchmark Date.

Benchmark Time means 9:00 a.m. New York City time on the Closing Date.

Benchmark Time means (i) with respect to Cash, ACAMS Net Working Capital Overage, ▇▇▇▇▇▇/OCL Net Working Capital Overage, ACAMS Net Working Capital Underage and ▇▇▇▇▇▇/OCL Net Working Capital Underage, 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date and (ii) with respect to Indebtedness, immediately prior to the Closing. For the avoidance of doubt, actions taken by a Purchaser at or following the Closing on the Closing Date shall not affect the calculation of Indebtedness as of immediately prior to the Closing.

Benchmark Time means 11:59 p.m. local time on the Business Day immediately preceding the Closing Date. "Benefit Plan" shall mean each (a) "employee benefit plan" within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and (b) benefit or compensation plan, policy, program, practice, arrangement or agreement, including any equity, equity-based, retirement, profit sharing, gross-up, pension, bonus, incentive, severance, separation, change in control, retention, deferred compensation, fringe benefit, vacation, paid time off, medical, dental, life or disability plan, Code Section 125 "cafeteria" or "flexible" benefit, employee loan, relocation, restrictive covenant, or fringe benefit plan, program, policy or arrangement, and any other employee benefit plan, program, policy, practice, agreement or arrangement, whether or not subject to ERISA (including any funding instrument therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), in each case, that is sponsored, maintained or contributed to by Seller or its Affiliates for the benefit of any current or former Business Employee or with respect to which Seller or its Affiliates have any liability as of immediately prior to the Closing with respect to any current or former Business Employee, other than any of the foregoing described in clause (a) or (b) that is required to be maintained by a Governmental Authority. "Brazil Holdco" shall mean Milacron Brasil Ltda., an entity organized, or to be organized, under the laws of Brazil. "Business" shall mean the business of designing, manufacturing, marketing and selling equipment for use in injection molding and extrusion applications and related aftermarket parts and service as conducted by the Seller Parties and their Controlled Affiliates, in each case, as such activity is conducted by the Seller Parties and their Controlled Affiliates as of immediately prior to the Closing; provided that "Business" shall exclude (a) General Corporate Functions, in each case, provided by Seller or its Affiliates (other than the Acquired Companies), either directly or indirectly, as of immediately prior to the Closing, and other ancillary or corporate shared services

Benchmark Time means 11:59 p.m. Malaysian Time on the day immediately prior to the Closing Date.