Closing Date HRP Payment Letter means that certain letter agreement dated the Closing Date by and among the Borrower and HealthCare Royalty Partners III, L.P.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.
Disbursement Letter means an instructional letter executed and delivered by Borrower to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent.
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
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.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
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 Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Investment Letter shall have the meaning specified in subsection 9.07(a).
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.
Restructuring Agreement shall have the meaning set forth in the recitals.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Master Transaction Agreement has the meaning set forth in the recitals.