AGREEMENT.
1.29
"EBITDA" SHALL MEAN THE CONSOLIDATED COMPANY EARNINGS BEFORE
INTEREST, TAXES, DEPRECIATION AND AMORTIZATION DETERMINED IN ACCORDANCE WITH
GAAP.
1.30
"EFFECTIVE TIME" MEANS 11:59 P.M. IN CHICAGO, ILLINOIS ON THE
CLOSING DATE.
1.31
"EMPLOYEE BENEFIT PLANS" SHALL MEAN ANY OF THE FOLLOWING (WHETHER
WRITTEN, UNWRITTEN):
(A) ANY "EMPLOYEE WELFARE BENEFIT PLAN," AS DEFINED IN
SECTION 3(1) OF ERISA; (B) ANY "EMPLOYEE PENSION BENEFIT PLAN," AS DEFINED IN
SECTION 3(2) OF ERISA; OR (C) ANY OTHER PLAN, POLICY, PROGRAM, ARRANGEMENT OR
AGREEMENT WHICH PROVIDES EMPLOYEE BENEFITS OR BENEFITS TO ANY CURRENT OR FORMER
EMPLOYEE, DEPENDENT, BENEFICIARY, DIRECTOR, INDEPENDENT CONTRACTOR OR LIKE
PERSON, INCLUDING, BUT NOT LIMITED TO, ANY SEVERANCE AGREEMENT OR PLAN, BONUS OR
INCENTIVE PLAN, STOCK OPTION, RESTRICTED STOCK, STOCK BONUS OR DEFERRED BONUS
PLAN, SALARY REDUCTION, OR CHANGE OF CONTROL AGREEMENT.
1.32
"ENVIRONMENTAL LAW" SHALL MEAN ALL APPLICABLE UNITED STATES
FEDERAL, STATE OR LOCAL LAWS AND ALL UNITED STATES COMMON LAW REGULATING OR
RELATING TO THE PROTECTION OF THE ENVIRONMENT, POLLUTION, CONTAMINATION AND
DISCHARGES OR RELEASES OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT, INCLUDING,
BUT NOT LIMITED TO, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS
AMENDED, 42 U.S.C. 9601 ET SEQ., THE FEDERAL TOXIC SUBSTANCES CONTROL ACT, 15
U.S.C. 2601 ET SEQ., FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT AS AMENDED,
42 U.S.C. 6901 ET SEQ., THE FEDERAL HAZARDOUS MATERIAL TRANSPORTATION ACT, THE
CLEAN WATER ACT AND THE FEDERAL CLEAN AIR ACT, EACH AS AMENDED, AND THE
REGULATIONS PROMULGATED THEREUNDER.
1.33
"ESCROW ACCOUNT" MEANS THE ACCOUNT WITH THE ESCROW AGENT INTO
WHICH THE ESCROW AMOUNT IS DEPOSITED.
3
1.34
"ESCROW AGENT" SHALL MEAN MB FINANCIAL BANK.
1.35
"ESCROW AGREEMENT" SHALL HAVE THE MEANING SET FORTH IN SECTION
2.3(A).
1.36
"ESCROW AMOUNT" MEANS THE SUM OF THE INDEMNITY ESCROW AMOUNT, THE
WORKING CAPITAL ESCROW AMOUNT, AND THE LITIGATION ESCROW AMOUNT.
1.37
"ESTIMATED CLOSING PAYMENTS" SHALL MEAN THE ESTIMATED AMOUNT OF
THE COMPANY CLOSING PAYMENTS PROVIDED IN THE ESTIMATED CLOSING STATEMENT.
1.38
"ESTIMATED CLOSING STATEMENT" SHALL HAVE THE MEANING SET FORTH IN
SECTION 2.4(C).
1.39
"ESTIMATED NET WORKING CAPITAL AMOUNT" SHALL MEAN THE COMPANY'S
GOOD FAITH ESTIMATE OF THE NET WORKING CAPITAL AMOUNT AS OF THE EFFECTIVE TIME,
AS SET FORTH ON THE ESTIMATED CLOSING STATEMENT.
1.40
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, OR ANY SUCCESSOR LAW.
1.41
"ERISA AFFILIATE" SHALL MEAN EACH PERSON THAT IS TREATED AS A
SINGLE EMPLOYER WITH THE COMPANY FOR PURPOSES OF SECTION 414 OF THE CODE.
1.42
"FINAL CLOSING STATEMENT" SHALL MEAN: (A) THE PRELIMINARY CLOSING
STATEMENT IF (I) NO CLOSING STATEMENT OBJECTION IS DELIVERED TO BUYER DURING THE
THIRTY (30) DAY PERIOD SPECIFIED IN SECTION 2.4, OR (II) SHAREHOLDERS'
REPRESENTATIVE AND BUYER SO AGREE IN WRITING; OR (B) THE PRELIMINARY CLOSING
STATEMENT, AS ADJUSTED BY (I) THE WRITTEN AGREEMENT OF SHAREHOLDERS'
REPRESENTATIVE AND BUYER, AND/OR (II) THE CPA FIRM IN ACCORDANCE WITH SECTION
2.4.
1.43
"FINANCIAL STATEMENTS" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.5.
1.44
"GAAP" SHALL