Phase II Closing Date Inventory means the Inventory valued as of the Phase II Closing, valued in accordance with Section 4(d)(ii)(A), but only to the extent such Inventory will be included in the Phase II Assets.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
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.
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to 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 Balance Sheet shall have the meaning set forth in Section 2.3(a).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Second Closing Date means the date of the Second Closing.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Third Closing Date has the meaning set forth in Section 2.2(c).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Final Closing Statement has the meaning set forth in Section 2.4(a).
Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.
Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).
Closing Date Mortgaged Property as defined in Section 3.1(i).
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.