Post-Closing Actions definition

Post-Closing Actions as defined in Section 5.12.
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Post-Closing Actions has the meaning set forth in Section 5.13.
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Post-Closing Actions shall have the meaning given such term in Section 5.21(d).
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Examples of Post-Closing Actions in a sentence

  • Post-Closing Actions 117 ARTICLE VII NEGATIVE COVENANTS Section 7.01.

  • The Cytec Parties shall provide the Sterling Parties with copies of all correspondence, reports, plans, laboratory data and other papers filed with, sent to or received from any such Governmental Entity which are related to the Post-Closing Actions as promptly as practicable under the circumstances.

  • If the Environmental Arbitrator decides that such Cost of Remediation is reasonably likely to exceed $10,000,000, Seller may terminate this Agreement, unless the Sterling Parties unconditionally agree to pay all Costs of Remediation of Post-Closing Actions in excess of $10,000,000.

  • The Environmental Arbitrator shall furnish Seller and Purchaser with a written report of its determination within the 15-business day period referred to above, which report shall (i) be signed by the Environmental Arbitrator, and (ii) identify and describe the Post-Closing Actions, to the extent required.

  • If the Closing occurs, then Parent shall undertake to complete all Post-Closing Actions, subject to the last sentence of this Section 5.21(e), and shall undertake such Post-Closing Actions in a reasonably expeditious, cost-efficient manner.

  • The Environmental Arbitrator shall determine the Post-Closing Actions within 15 business days of its appointment.

  • Post-Closing Actions......................................................................................

  • The Cytec Parties shall be responsible for the Costs of Remediation in respect of the Post-Closing Actions that are Cytec Determined Actions.

  • Within three business days after the end of the Sterling Determination Period (the "Cytec Reevaluation Period"), Seller, at its sole option, may terminate this Agreement, unless the Sterling Parties unconditionally agree to pay all Costs of Remediation of Post-Closing Actions in excess of $10,000,000, in which event Seller shall not have the right to terminate this Agreement.

  • Section 5.7 Post-Closing Actions Which May Affect the Seller's Liability for Taxes..................................................


More Definitions of Post-Closing Actions

Post-Closing Actions means actions of or on behalf of the then Facility Owners on or after the Closing Date involving the Facilities that (i) are not in the ordinary course of business, (ii) do not involve the shutdown or closure of the Facilities in accordance with applicable Laws, and (iii) relate to the Landfill.
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Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time. “Principal Office”: the Administrative Agent’s “Principal Office” as set forth in Section 9.2, or such other office or office of a third party or subagent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender.
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Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time. “Principal Office”: the Administrative Agent’s “Principal Office” as set forth in Section 9.2, or such other office or office of a third party or subagent, as appropriate, as the Administrative Agent may from time to time designate in writing to the Borrower and each Lender. “Private Side Information”: as defined in Section 5.2. “pro forma basis” or “pro forma effect”: with respect to any determination of the Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Fixed Charge Coverage Ratio, Consolidated EBITDA or Consolidated Total Assets (including component definitions thereof) or any other calculation under this Agreement, that each Subject Transaction required to be calculated on a pro forma basis in accordance with Section 1.7 shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any ratio, test, covenant, calculation or measurement for which such calculation is being made and that: (a)
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Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. “Prime Rate”: the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by Issuing Bank); and each change in the Prime Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate. “pro forma basis” or “pro forma effect”: with respect to any determination of the Consolidated Total Debt Ratio, Consolidated First Lien Debt Ratio, Consolidated Secured Debt Ratio, Fixed Charge Coverage Ratio, Consolidated EBITDA, Annualized EBITDA, Debt to Total Capitalization Ratio, or Consolidated Total Assets (including component definitions thereof) or any other calculation under this Agreement, that each Subject Transaction required to be calculated on a pro forma basis in accordance with Section 1.7 shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any ratio, test, covenant, calculation or measurement for which such calculation is being made and that: (a)
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Post-Closing Actions as defined in Section 5.12. “Preferred Stock”: any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
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Post-Closing Actions has the meaning assigned to such term in Section 5.01(g).
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Related to Post-Closing Actions

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.