Adverse Effect has the meaning assigned to such term in Section 2.1.5;
Reference Balance Sheet Date is defined in Section 3.5.
Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.
Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.
Material Adverse Effect on the Company means a material adverse effect on the financial condition, operations or business of the Company and its subsidiaries, taken as a whole, or the ability of the Company to enter into and consummate the transactions contemplated by this Agreement in accordance with its terms.
Foreign Plans shall have the meaning set forth in Section 3.11(d).
Latest Balance Sheet Date has the meaning set forth in Section 3.10.
Most Recent Balance Sheet Date has the meaning set forth in Section 4.4.
Interim Balance Sheet Date has the meaning set forth in Section 3.06.
Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.
Company Balance Sheet Date means December 31, 2016.
Unfunded Liabilities means the amount (if any) by which the present value of all vested and unvested accrued benefits under all Single Employer Plans exceeds the fair market value of all such Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plans using PBGC actuarial assumptions for single employer plan terminations.
Parent Benefit Plans has the meaning set forth in Section 5.07(b).
Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.
Company Permits has the meaning set forth in Section 3.12(a).
Environmental Liabilities means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.
Current Balance Sheet Date means December 31, 1997.
Single Employer Plan any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.
Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:
Past Practices shall have the meaning set forth in Section 3.5.
Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.
Multiemployer Plans means “multiemployer plans” as defined by Section 3(37) of ERISA.
Balance Sheet Date has the meaning set forth in Section 3.06.
ERISA Plans has the meaning set forth in Section 3.21(a).
Buyer Plans has the meaning set forth in Section 6.02(b).