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.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
Final Transaction Expenses has the meaning set forth in Section 3.2(b).
Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Date Balance Sheet has the meaning specified in Section 2.7.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
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.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).
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.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Second Closing Date means the date of the Second Closing.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.