Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
non-current liabilities means all liabilities other than current liabilities
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Consolidated Current Liabilities means, as at any date of determination, the total liabilities of Holdings and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Amount has the meaning set forth in Section 2.2.
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.
non-current assets means all assets other than current assets
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
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.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Target Working Capital Amount means $162,000,000.
Net Current Assets means for any date of determination the net current assets of such Person at such date of determination calculated as set forth on Exhibit H attached hereto.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).