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 the 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.
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 any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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 means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Second Closing Date means the date of the Second Closing.
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.
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.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the open of business on the Closing Date.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).