In this ITO: Closing Date for Enquiries means the date and time specified in clause 4 or such other date as may be determined by Council.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Anticipated Closing Date means April 30, 1997. ------------------------
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Representation Date shall have the meaning ascribed to such term in Section 4(k).
Certification Date means the later of the date on which an order granting certification or authorization of a Proceeding against one or more Non-Settling Defendants is issued by a Court and the time to appeal such certification or authorization has expired without any appeal being taken, or if an appeal is taken the date of the final disposition of such appeal.
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Closing Date and Time means the date and time nominated in the Reference Schedule by which Offers are required to be lodged
Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).
Third Closing Date has the meaning set forth in Section 2.2(c).
Closing Date Balance Sheet is defined in Section 3.1.
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.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Final Adjustment Statement has the meaning set forth in Section 2.6(c).
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Second Closing Date means the date of the Second Closing.
Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).