Post-Closing Waiver Letter means the Post-Closing Waiver Letter, dated as of the Closing Date, among the Loan Parties and the Agent.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
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.
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.
Waiver Agreement means an agreement between
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.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.
Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.