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.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
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.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Payment has the meaning set forth in Section 2.2.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).