Identified Pre-Closing Loss definition

Identified Pre-Closing Loss means any Loss (i) for which the Seller and Berwind have an obligation to indemnify, compensate, reimburse or hold harmless any Buyer Indemnified Party pursuant to Article VII, and (ii) which relates to any inaccuracy in or breach of any representation and warranty of the Seller and Berwind identified in a Pre-Closing Indemnification Claim Notice.
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Related to Identified Pre-Closing Loss

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Final Closing Statement has the meaning set forth in Section 2.5(d).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • 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.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Closing Location means the location that all Proposals for this RFP will be accepted at.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Final Shared-Loss Month means the calendar month in which the tenth anniversary of the Commencement Date occurs.