Post-Closing Business Arrangements means any of the business activities and/or obligations to be completed by Seller pursuant to the provisions of Article 6 of this Agreement.
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.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Target Companies means the Target and its Subsidiaries.
Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.
Continuing Arrangements means those arrangements set forth on Schedule 1.1(24) and such other commercial arrangements among the Parties that are intended to survive and continue following the Separation Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.
Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.
Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.
Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.
Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.
Customary Post-Closing Consents means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Group Companies means the Company and its Subsidiaries.
Surviving Business Entity has the meaning assigned to such term in Section 14.2(b).
Collective Agreements means collective agreements and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Company and any of its Subsidiaries are bound.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Benefit Arrangements has the meaning set forth in Section 4.20(b).
Closings means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.2.