Assumed Liabilities has the meaning set forth in Section 2.3.
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
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 Closing means the last closing under the Private Placement;
Retained Liabilities has the meaning set forth in Section 2.4.
Excluded Liabilities has the meaning set forth in Section 2.4.
Acquired Assets has the meaning set forth in Section 2.1.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.
Second Closing Date means the date of the Second Closing.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Purchased Assets has the meaning set forth in Section 2.1.
Second Closing has the meaning set forth in Section 2.2.
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Seller’s Closing Documents as defined in Section 3.2(a).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).