Closing Date Term Loan has the meaning specified in Section 2.01(a).
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 Term Loan Commitment means the commitment of each Lender to make Term Loans on the Closing Date hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Closing Date Term Loan Commitment” opposite its name in Schedule 2.01 hereto. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $1,150,000,000.
Acquisition Cost means the cost to acquire a tangible capital asset including the purchase price of the asset and costs necessary to prepare the asset for use. Costs necessary to prepare the asset for use include the cost of placing the asset in location and bringing the asset to a condition necessary for normal or expected use.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).
Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.
Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.
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.
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.
Expansion Capital Expenditures means cash expenditures for Acquisitions or Capital Improvements. Expansion Capital Expenditures shall include interest (including periodic net payments under related interest rate swap agreements) and related fees paid during the Construction Period on Construction Debt. Where cash expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Reasonable payment means, with respect to perfessional and other tech- nical services, a payment in an amount that is consistent with the amount nor- mally paid for such services in the pri- vate sector.
Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Additional Closing Date has the meaning set forth in Section 3.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.