Estimated Seller Restructuring Costs means eleven billion two hundred million Yen (¥11,200,000,000).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
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.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Statement has the meaning set forth in Section 2.5(d).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Final Transaction Expenses has the meaning set forth in Section 3.2(b).
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.
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring by U.S. Borrower and/or one or more of its Subsidiaries, including in connection with integration of acquired businesses or persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities, including severance, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.