Drop Dead Date has the meaning set forth in Section 9.01(b)(i).
Employees means those Persons employed by the Company or GRA immediately prior to the Closing.
Encumbrance means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, conditional sale or other encumbrance of any kind or character whatsoever or other defect in title.
Environmental, Health and Safety Requirements means all applicable Laws concerning or relating to worker/occupational health and safety, or pollution or protection of the environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge, release, threatened release, control or other action or failure to act involving cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now in effect.
ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
ERISA Affiliate means a trade or business (whether or not incorporated) that is treated as a single employer with the Company or GRA within the meaning of Section 414(b), (c), (m) or (o) of the Code.
Escrow Agent means Fifth Third Bank, an Ohio banking corporation.
Estimated Adjustment Component means each of (i) the Estimated Working Capital and (ii) the Estimated Unpaid Company Transaction Expenses.
Estimated Cash Reimbursement Amount means the Companys good faith estimate of the Cash Reimbursement Amount as set forth in the notice delivered to Buyer pursuant to Section 2.03(a).
Estimated Closing Payment has the meaning set forth in Section 2.02(a).
Estimated Working Capital has the meaning set forth in Section 7.02(g).
Estimated Unpaid Company Transaction Expenses has the meaning set forth in Section 7.02(g).
Final Cash Reimbursement Amount has the meaning set forth in Section 2.03(a)(iv).
Financial Statements has the meaning set forth in Section 3.06.
Flow of Funds Schedule means that certain flow of funds allocating the amount paid at Closing to Seller and which shall include wire transfer instructions for Seller, which initial schedule shall be delivered by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and shall be updated immediately prior to the Closing to account for the reimbursement of Cash Reimbursement Amount.