Related to Estimated Closing Liabilities

Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
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.
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Assumed Liabilities has the meaning set forth in Section 2.3.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Retained Liabilities has the meaning set forth in Section 2.4.
Excluded Liabilities has the meaning set forth in Section 2.4.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
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.
Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.
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.
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).
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Closing Consideration shall have the meaning set forth in Section 2.1(b).

Estimated Closing Liabilities definition

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