Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Date Term Loans as defined in Section 2.1.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
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 Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.
Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).
Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.
Closing Date Refinancing means the repayment, repurchase, redemption, defeasance or other discharge of the Existing Debt Facility and termination and/or release of any security interests and guarantees in connection therewith.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Statement has the meaning set forth in Section 2.06(b).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Delayed Draw Funding Date means any date on which the Delayed Draw Term Loans are funded hereunder, which shall in no event be later than the Delayed Draw Term Loan Commitment Termination Date.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Assignment Amount with respect to a Bank Investor shall mean at any time an amount equal to the lesser of (i) such Bank Investor's Pro Rata Share of the Net Investment at such time and (ii) such Bank Investor's unused Commitment.
Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.