Immediately before Closing Sample Clauses

Immediately before Closing the Seller is deemed to warrant to the Purchaser that each statement set out in the Repeated Warranties is true, accurate and not misleading by reference to the facts and circumstances as at Closing. For this purpose only, where there is an express or implied reference in any of the Repeated Warranties to the “date of this Agreement”, that reference is to be construed as a reference to the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
Immediately before Closing. Holdings approves its Amended and Restated Partnership Agreement, including the issuance of the incentive distributions rights contemplated thereby. • Pursuant to the Amended and Restated Limited Partnership Agreement of Holdings, the board of directors of the Managing General Partner will authorize the following to occur immediately prior to, but contingent upon, the IPO. • Managing General Partner’s general partner interest in Holdings will automatically split into general partner units. • Riverstone Holdings’ limited partnership interest in Holdings will automatically split into (a) common units representing limited partner interests (“Common Units”) in Holdings and (b) subordinated units representing subordinated limited partner interests (“Subordinated Units”). • Holdings will receive net proceeds from the issuance and sale of common units to the public. At Closing: • The public, through the underwriters, contributes cash (which will be net of the underwriters’ discount (the “Spread”)), in exchange for Common Units in the MLP; • Riverstone Holdings contributes Common Units to Managing General Partner as a capital contribution (the “Top-Up Units”); • Managing General Partner contributes the Top-Up Units to Holdings in exchange for general partner units in Holdings • Holdings (a) pays transaction expenses and (b) contributes cash to USA Compression Partners as a capital contribution. • USA Compression Partners uses the funds received in the prior step to repay a portion of the Obligations. • If the underwriters’ 15% over allotment option (the “Shoe”) is exercised, the proceeds, after the Spread, are used to redeem from Riverstone Holdings a number of Common Units sold by the MLP pursuant to the Shoe. After Closing • All current employees at USA Compression Partners are anticipated to be moved to a subsidiary of the Managing General Partner after the LTIP is established (or January 1, 2013, whether or not the LTIP has been established by then). Schedule 5.8 Litigation and Contingent Obligations None. Schedule 5.9 Capitalization and Subsidiaries USA Compression Partners, LP, a Delaware limited partnership Capitalization: 100% of limited partnership interests owned by USA Compression Holdings, LLC. 100% of general partnership interests owned by USA Compression GP, LLC (formerly R/C IV USA Compression Partners GP, LLC) Office: Austin, Texas Organization: Federal EIN: 00-0000000 Delaware Filing No.: 4992962 Subsidiaries: USA Compression Partners, LLC, a Dela...
Sample 1
Immediately before Closing the Buyer is deemed to warrant to the Sellers and to the Company that each Warranty is true, accurate and not misleading by reference to the facts and circumstances existing at that time.
Sample 1
Immediately before Closing. Holdings approves its Amended and Restated Partnership Agreement, including the issuance of the incentive distributions rights contemplated thereby. · Pursuant to the Amended and Restated Limited Partnership Agreement of Holdings, the board of directors of the Managing General Partner will authorize the following to occur immediately prior to, but contingent upon, the IPO. · Managing General Partner’s general partner interest in Holdings will automatically split into general partner units. · Riverstone Holdings’ limited partnership interest in Holdings will automatically split into (a) common units representing limited partner interests (“Common Units”) in Holdings and (b) subordinated units representing subordinated limited partner interests (“Subordinated Units”). · Holdings will receive net proceeds from the issuance and sale of common units to the public.
Sample 1

Related to Immediately before Closing

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on July 2, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Merger Closing The Merger shall have been consummated.

  • First Closing The First Closing shall have occurred.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time").

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

Time is Money Join Law Insider Premium to draft better contracts faster.