Retained Liabilities has the meaning set forth in Section 2.4.
Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Excluded Liabilities has the meaning set forth in Section 2.4.
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 Date shall have the meaning specified in Section 7.2(a) hereof.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Assumed Liabilities has the meaning set forth in Section 2.3.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Second Closing Date means the date of the Second Closing.
Accrued Liabilities shall include a pro rata contribution to each Employee Benefit Plan or with respect to each such obligation or arrangement for that portion of a plan year or other applicable period which commences prior to, and ends after, the Closing Date, and Accrued Liabilities for any portion of a plan year or other applicable period shall be determined by multiplying the liability for the entire such year or period by a fraction, the numerator of which is the number of days preceding the Closing Date in such year or period and the denominator of which is the number of days in such year or period, as the case may be.
Final Closing means the last closing under the Private Placement;
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.
Transferred Liabilities has the meaning ascribed to such term in the Separation Agreement.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Final Closing Statement has the meaning set forth in Section 2.4(a).
Final Closing Working Capital has the meaning set forth in Section 2.4(e).
Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.