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.
Cure Costs means with respect to any Assumed Contract, the Liabilities that must be paid or otherwise satisfied to cure all monetary defaults under such Assumed Contract to the extent required by Section 365(b) of the Bankruptcy Code.
Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer that are customarily obtained after the assignment of properties similar to the Assets.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Start-Up Costs means all fees, costs, and expenses incurred in connection with establishing the State Mitigation Trust and the Indian Tribe Mitigation Trust and setting them up for operation. Start-up costs shall not include the cost of premiums for insurance policies.
Transaction Costs means all fees, costs and expenses incurred or payable by Holdings, the Borrower or any other Subsidiary in connection with the Transactions.
Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
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).
Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.
Financing Costs means for each calendar day the product of:
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Pass-Through Expenses means reasonable and actual out-of-pocket expenses incurred by Contractor for equipment, materials, supplies or other Services provided to LAUSD, but not including Contractor’s overhead costs, administrative expenses or other mark-ups.
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.