Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.
Excluded Liabilities has the meaning set forth in Section 2.4.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Retained Liabilities has the meaning set forth in Section 2.4.
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Assumed Liabilities has the meaning set forth in Section 2.3.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Accrued Expenses means the accrued and unpaid expenses appearing as a Liability on the Preliminary Closing Statement or the Final Closing Statement.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Employee Liabilities means all claims, actions, proceedings, orders, demands, complaints, investigations (save for any claims for personal injury which are covered by insurance) and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs, expenses and legal costs reasonably incurred in connection with a claim or investigation including in relation to the following: redundancy payments including contractual or enhanced redundancy costs, termination costs and notice payments; unfair, wrongful or constructive dismissal compensation; compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation or claims for equal pay; compensation for less favourable treatment of part-time workers or fixed term employees; outstanding debts and unlawful deduction of wages including any PAYE and National Insurance Contributions in relation to payments made by the Customer or the Replacement Supplier to a Transferring Supplier Employee which would have been payable by the Supplier or the Sub-Contractor if such payment should have been made prior to the Service Transfer Date; claims whether in tort, contract or statute or otherwise; any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body and of implementing any requirements which may arise from such investigation;
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).