Assumed Liabilities has the meaning set forth in Section 2.3.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Assets has the meaning set forth in Section 2.1.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Seller’s Closing Documents as defined in Section 3.2(a).
Closing has the meaning set forth in Section 2.2.
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
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Closing Date Business Plan means the set of Projections of Borrower 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.
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.
First Closing has the meaning set forth in Section 2.1(a).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
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.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Purchased Assets has the meaning set forth in Section 2.1.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.