Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Closing Instrument means the closing instrument of the Trust, pursuant to which the Indenture is entered into, and certain other documents are executed, in connection with the issuance of the Notes by the Trust.
Transaction Agreement has the meaning set forth in the recitals.
Seller’s Closing Documents as defined in Section 3.2(a).
Master Transaction Agreement has the meaning set forth in the recitals.
Seller Guaranty has the meaning set forth in Section 3.01.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Medicare supplement policy means a group or individual policy of [accident and sickness] insurance or a subscriber contract [of hospital and medical service associations or health maintenance organizations], other than a policy issued pursuant to a contract under Section 1876 of the federal Social Security Act (42 U.S.C. Section 1395 et. seq.) or an issued policy under a demonstration project specified in 42 U.S.C. § 1395ss(g)(1), which is advertised, marketed or designed primarily as a supplement to reimbursements under Medicare for the hospital, medical or surgical expenses of persons eligible for Medicare. “Medicare supplement policy” does not include Medicare Advantage plans established under Medicare Part C, Outpatient Prescription Drug plans established under Medicare Part D, or any Health Care Prepayment Plan (HCPP) that provides benefits pursuant to an agreement under §1833(a)(1)(A) of the Social Security Act.
Commitment Letter has the meaning set forth in Section 5.7.
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Ancillary Agreement has the meaning set forth in the Separation Agreement.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.
Private Letter Ruling shall have the meaning set forth in the Recitals.
Commitment Letters has the meaning set forth in Section 4.5.
closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
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.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).