Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.
Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Financial Statements has the meaning set forth in Section 6.22.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Final Closing Statement has the meaning set forth in Section 2.5(d).
Seller Financial Statements has the meaning set forth in Section 3.5(a).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Excluded Liabilities has the meaning set forth in Section 2.4.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Interim Balance Sheet has the meaning set forth in Section 3.06.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Purchaser Financial Statements shall have the meaning specified in Section 4.8.1.
Buyer Financial Statements shall have the meaning set forth in Section 4.6.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).