Estimated Target Group Closing Debt means the written estimate with supporting detail of the Target Group Closing Debt prepared by the Sellers and provided to the Buyer on the fifth Business Day prior to the Closing Date;
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
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.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Debt means the aggregate amount of all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Indebtedness means, as of the Closing Date, the aggregate amount of Indebtedness of the Company, including, but not limited to, any prepayment penalties, early termination fees, bank fees and related expenses payable by the Company in connection with the repayment or assumption by the Parent of any Indebtedness of the Company.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
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 Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Second Closing Date has the meaning set forth in Section 1.3.
Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.
Target Working Capital means $0.
Target Working Capital Amount means Nineteen Million Dollars ($19,000,000).
Acquisition Target means any Person becoming a Subsidiary of the Company after the date hereof; any Person that is merged into or consolidated with the Company or any Subsidiary of the Company after the date hereof; or any Person with respect to which all or a substantial part of that Person’s assets are acquired by the Company or any Subsidiary of the Company after the date hereof.