Post-Closing Date Covered Expenses means all Covered Expenses other than Closing Date Covered Expenses paid at Closing.
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
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.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Reimbursable Costs means expenses incurred by the employee in the course of engaging in the planned learning activity and include registration, tuition and examination fees as well as textbooks/discs and applicable taxes. They may also include reasonable, incremental meal, accommodation and travel expenses.
Termination Costs means all liabilities incurred in connection with or arising out of the withdrawal, departure, resignation or termination of employment (whether actual or alleged constructive termination) of any Seconded Employee, including, without limitation, liabilities relating to or arising out of any claim of discrimination or other illegality in connection with such withdrawal, departure, resignation or termination, including cost of defense of such claims, and also including severance payments and benefits paid to a Seconded Employee in return for a release of claims.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Final Transaction Expenses has the meaning set forth in Section 3.2(b).
Expense Reimbursement has the meaning set forth in Section 8.2(c).
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.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.