Closing Date Shared Expenses Schedule means a mutually prepared schedule setting forth an itemized list of the Closing Date Shared Expenses, including the amounts thereof.
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
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.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
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.
Excluded Expenses means any costs, fees or expenses of the Company or any Company Subsidiary arising out of or relating to any dispute with the Shareholder Representative or otherwise with respect to the terms of this Agreement other than the Shareholder Representative’s equal share of the fees and expenses of the Neutral Auditor and the investment bank pursuant to Section 2.4(d)(i) and except as otherwise set forth in Section 7.8.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
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).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Disbursement Schedule means the disbursement schedule as set out in an FAA;
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).
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.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Additional Closing Date has the meaning set forth in Section 3.
Closing Fee has the meaning set forth in Section 2.09(c).