Closing Date Schedule definition

Closing Date Schedule shall have the meaning set forth in Section 2.2(d)(i).

Closing Date Schedule is defined in Section 2.4(a).

Closing Date Schedule has the meaning set forth in Section 1.6(b).

Examples of Closing Date Schedule in a sentence

• As of the Closing Date, Schedule 4.24 lists all Material Contracts.

• As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.

• As of the Closing Date, Schedule 5.15(a) sets forth the name and jurisdiction of each Subsidiary, and (b) sets forth the ownership of the Parent and any other Subsidiary in each Subsidiary, including the percentage of such ownership.

• As of the Closing Date, Schedule 7 annexed hereto contains a true, accurate and complete list of (i) all fee interests in any Real Property Assets and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Property Asset, regardless of whether a Loan Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.

• As of the Closing Date, Schedule 3.18 contains a true, correct, and complete list and description of all Intellectual Property necessary for the ownership, use, operation, or maintenance of the Project (“Project Intellectual Property”).

More Definitions of Closing Date Schedule

Closing Date Schedule has the meaning assigned to such term in Section 3.4(a).

Closing Date Schedule means a schedule delivered by the Borrower to the Agent on the Closing Date pursuant to Section 3.02(k).

Closing Date Schedule means the schedule of assets acquired and liabilities assumed reflecting the Purchased Assets and the Assumed Liabilities and the respective amounts thereof, in each case determined as of the Closing, and the notes and schedules, if any, thereto, prepared in accordance with the provisions of Section 5.05, including those pertaining to the resolution of the disputes with respect thereto.

Closing Date Schedule has the meaning set forth in Section 2.4(b).

Closing Date Schedule has the meaning set forth in Section 1.5. “Closing Net Working Capital Amount” means the excess of (i) the Acquired Business’ current assets (excluding Closing Cash) on a consolidated basis as of 11:59 p.m. on December 31, 2021, excluding deferred income Tax assets, over (ii) the Acquired Business’ current liabilities (excluding Closing Company Indebtedness) on a consolidated basis as of 11:59 p.m. on December 31, 2021, excluding deferred income Tax liabilities, all calculated in accordance with GAAP on a basis consistent with the Seller Accounting Principles and (including only the current asset and current liability line items contained in) the Sample Net Working Capital Calculation. “Code” means the Internal Revenue Code of 1986, as amended. “Company Continuing Employee” has the meaning set forth in Section 4.1(b). “Company Indebtedness” means the aggregate amount of Indebtedness of the Company, as of the date and time of its determination. “Company Intellectual Property” has the meaning set forth in Section 2.11(a). “Company IT Systems” means all information technology and computer systems owned, leased, licensed, used or operated by or on behalf of any Acquired Company (including through cloud-based or other third-party service providers), including all Software, hardware, computers, servers, networks, platforms, peripherals, data, communication lines, devices, systems and other information technology equipment and related systems and equipment used for the transmission, storage, maintenance, organization, presentation, generation or processing or analysis of electronic or other data or information (including telecommunications networks and systems for voice, data and video). “Company Permits” has the meaning set forth in Section 2.13(b).

Closing Date Schedule shall have the meaning set forth in Section 2.2(e)(i). US-DOCS\102662145.20

Closing Date Schedule setting forth a statement of (i) an internally prepared balance sheet of the Company as of the Measurement Time, together with a calculation of the Stockholder Equity and reflecting the components (and the amounts thereof) necessary to compute the Stockholder Equity, (ii) the computation of the Final Base Purchase Price and (iii) Purchaser’s calculation of the amount payable, if any, pursuant to Section 2.4(e) based on the foregoing. The Stockholder Equity reflected on the Closing Date Schedule will be determined in good faith and calculated pursuant to the methodology used in preparation of the Sample Stockholder Equity Calculation. Seller shall have the right to review the Closing Date Schedule for a period of forty-five (45) days following the delivery of the Closing Date Schedule by Purchaser (the “Review Period”). Purchaser shall make the work papers, back-up materials and books and records used in preparing the Closing Date Schedule available to Seller and his accountants at reasonable times and upon reasonable notice following the delivery of the Closing Date Schedule by Purchaser to Seller hereunder, and any delay in making such documents and materials available shall result in an automatic extension of the Review Period by a number of days equal to such delay. Purchaser and Seller agree that the purpose of preparing the Closing Date Schedule and determining the Stockholder Equity and the related purchase price adjustment contemplated by this Section 2.4 is to measure the Stockholder Equity as of the Measurement Time in a manner consistent with the methodology used in preparation of the Sample Stockholder Equity Calculation and not to permit the introduction of different accounting methods, policies, principles, practices, judgments or procedures.