Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Date Cash has the meaning specified in Section 3.4(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B 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.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.
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).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Financial Statements has the meaning set forth in Section 6.22.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.