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 a 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 (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
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
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 has the meaning set forth in Section 2.1.
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).