Post-Closing Actions definition
Post-Closing Actions as defined in Section 5.12.
Post-Closing Actions has the meaning set forth in Section 5.13.
Post-Closing Actions shall have the meaning given such term in Section 5.21(d).
Examples of Post-Closing Actions in a sentence
If the Environmental Arbitrator decides that such Cost of Remediation is reasonably likely to exceed $10,000,000, Seller may terminate this Agreement, unless the Sterling Parties unconditionally agree to pay all Costs of Remediation of Post-Closing Actions in excess of $10,000,000.
The Environmental Arbitrator shall furnish Seller and Purchaser with a written report of its determination within the 15-business day period referred to above, which report shall (i) be signed by the Environmental Arbitrator, and (ii) identify and describe the Post-Closing Actions, to the extent required.
Post-Closing Actions......................................................................................
The Cytec Parties shall provide the Sterling Parties with copies of all correspondence, reports, plans, laboratory data and other papers filed with, sent to or received from any such Governmental Entity which are related to the Post-Closing Actions as promptly as practicable under the circumstances.
The Cytec Parties shall be responsible for the Costs of Remediation in respect of the Post-Closing Actions that are Cytec Determined Actions.
More Definitions of Post-Closing Actions
Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Issuing Bank); and each change in the Prime Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate. “pro forma basis” or “pro forma effect”: with respect to any determination of the Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Fixed Charge Coverage Ratio, Consolidated EBITDA, Annualized EBITDA, Debt to Total Capitalization Ratio, or Consolidated Total Assets (including component definitions thereof) or any other calculation under this Agreement, that each Subject Transaction required to be calculated on a pro forma basis in accordance with Section 1.7 shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any ratio, test, covenant, calculation or measurement for which such calculation is being made and that: (a)
Post-Closing Actions means actions of or on behalf of the then Facility Owners on or after the Closing Date involving the Facilities that (i) are not in the ordinary course of business, (ii) do not involve the shutdown or closure of the Facilities in accordance with applicable Laws, and (iii) relate to the Landfill.
Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
Post-Closing Actions has the meaning assigned to such term in Section 5.01(g).
Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time. “Principal Office”: the Administrative Agent’s “Principal Office” as set forth in Section 9.2, or such other office or office of a third party or subagent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender. “Private Side Information”: as defined in Section 5.2. “pro forma basis” or “pro forma effect”: with respect to any determination of the Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Fixed Charge Coverage Ratio, Consolidated EBITDA or Consolidated Total Assets (including component definitions thereof) or any other calculation under this Agreement, that each Subject Transaction required to be calculated on a pro forma basis in accordance with Section 1.7 shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any ratio, test, covenant, calculation or measurement for which such calculation is being made and that: (a)
Post-Closing Actions means, as taken by Buyer or its Affiliates (including the Group Companies) after the Closing, (a) any action in respect of Taxes or that could reasonably be expected to result in an increase in Estimated Accrued Taxes that is taken on the Closing Date after the Closing other than (i) in the ordinary course of business in all material respects or (ii) as contemplated by this Agreement, (b) any Tax election or deemed Tax election that would be effective for any Pre-Closing Tax Period, (c) amendment of any Tax Return with respect to a Group Company for a Pre-Closing Tax Period, (d) initiating voluntary contact (including through any voluntary disclosure program) with any Governmental Authority in respect of Taxes or Tax Returns of the Group Companies for any Pre-Closing Tax Period, or (e) filing of any Tax Return of a Group Company with respect to a Pre-Closing Tax Period in a manner that is inconsistent with the most recent past practices with respect to such Tax Returns.
Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time. “Principal Office”: the Administrative Agent’s “Principal Office” as set forth in Section 9.2, or such other office or office of a third party or subagent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender.