Asset Closing definition

Asset Closing means the “Closing” as defined in the Asset Purchase Agreement.
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Asset Closing means the consummation of the transactions contemplated by the Asset Purchase Agreement.
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Asset Closing means completion of the purchase and sale of the applicable Transferred Assets and the assumption of the applicable Assumed Liabilities in accordance with Section 12.1, and for clarity, one or more Asset Closings may take place under this Agreement to complete the purchase and sale of all of the Transferred Assets and assumption of all of the Assumed Liabilities;
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Examples of Asset Closing in a sentence

  • After the Asset Closing Date, each party hereto agrees to execute and deliver or cause to be executed and delivered any other and further documents, instruments or agreements, as may be necessary to fully effectuate the intent of this Agreement and the transactions contemplated hereby.

  • The Seller and the Guarantor hereby jointly and severally represent and warrant to the Purchaser that for purpose of this Section 4.2, any and all references to the Target Company shall include all the subsidiaries subject to the merger, and the following representations and warranties shall be deemed repeated on the Asset Closing Date as if made at such time.

  • As of each Transferred Asset Closing Date, SPV hereby represents and warrants to the Issuer that none of the Transferred Assets transferred by SPV on such date has been sold, transferred, assigned or pledged by SPV to any Person other than the Issuer.

  • For purpose of this Section 4.3 and Exhibit 2, any reference to the Purchaser shall include its subsidiaries subject to the merger, and the following representations and warranties shall be deemed to be repeated on the Asset Closing Date as if they were made on such date.

  • The representations and warranties under Article 4 of this Agreement shall continue to be effective from the execution of this Agreement throughout the Asset Closing Date.

  • Each Party undertakes that it shall promptly notify the other Parties in writing if it becomes aware of anything occurring during the period from the date of this Agreement throughout the Asset Closing Date that would make any representation or warranty become untrue, inaccurate or misleading in any material respect.

  • The representations, warranties and covenants of SPV and of the Issuer set forth in this Agreement shall remain in full force and effect and shall survive each Transferred Asset Closing Date under Article II hereof and any related transfer under the other Transaction Documents.

  • SPV shall, at its own expense, on or prior to each Transferred Asset Closing Date, indicate in its computer files created in connection with the Transferred Assets for such Transferred Asset Date that such Transferred Assets have been transferred, assigned and conveyed to the Issuer pursuant to this Agreement.

  • The consummation of each transfer contemplated by Section 2.2 shall take place on the related date of such transfer (the "Additional Closing Date" and, together with the Initial Closing Date, the "Transferred Asset Closing Dates").

  • Prior to the Asset Closing, each of the Parties shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act), complete control and supervision over their respective operations, including, in the case of the Seller Parties and their Subsidiaries, complete control and supervision of all programs, employees, finances and policies of the SMS Business.


More Definitions of Asset Closing

Asset Closing means the transfer of the Assets by Degerstrom to MASA and NAD, and the payment by MASA and NAD to Degerstrom of the Purchase Price therefor and the completion of all matters incidental thereto;
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Related to Asset Closing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • 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.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Closing has the meaning set forth in Section 2.2.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Second Closing Date means the date of the Second Closing.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Final Closing means the last closing under the Private Placement;

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Third Closing Date has the meaning set forth in Section 2.2(c).