Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Closing Date Balance Sheet has the meaning specified in Section 2.3(b).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Parent Liabilities shall have the meaning set forth in Section 2.3(b).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).
Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net Working Capital.
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Unaudited Interim Balance Sheet shall have the meaning specified in Section 4.4(a)(ii) of the Agreement.
Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).