Closing ELS Assets means, with respect to ELS, the amount calculated by adding the following as of the Closing Date: (A) reserve workers’ compensation insurance with Providence; (B) investment in Providence; (C) deposits set forth on the balance
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Acquired Assets has the meaning set forth in Section 2.1.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;
Seller’s Closing Documents as defined in Section 3.2(a).
Second Closing has the meaning set forth in Section 2.2.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
First Closing has the meaning set forth in Section 2.1(a).
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Second Closing Date has the meaning set forth in Section 1.3.
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 Period means the period between the close of business on the date of this Agreement and the Closing.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Purchased Assets has the meaning set forth in Section 2.1.
Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.