Asset Transfer Closing definition

Asset Transfer Closing has the meaning set forth in Section 2.3.
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Asset Transfer Closing means the US Asset Transfer Closing and the ROW Asset Transfer Closing, individually or collectively, as the context requires.
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Asset Transfer Closing means the Closing (as defined in the Asset Transfer Agreement);
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Examples of Asset Transfer Closing in a sentence

  • Such assignments, transfers and conveyances shall be effective as of the Asset Transfer Closing or at such other times as may be provided in each respective Ancillary Document and shall be subject to the terms and conditions of this Agreement and any applicable Ancillary Document.

  • No such terminated Contract, agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Asset Transfer Closing.

  • To the extent any transfers of the Transferred Assets contemplated by Section 2.1(a) have not been fully effected at the Asset Transfer Closing, each of Xxxx Foods and WhiteWave shall cooperate and use commercially reasonable efforts (and shall cause its applicable Group Members to use commercially reasonable efforts) to obtain any necessary Consents or take any other actions necessary to effect such transfers of the Transferred Assets as promptly as practicable following the Asset Transfer Closing.

  • Unless otherwise provided in any Ancillary Document or prohibited by the terms of such Asset or applicable Law, any Assets deemed to be assigned, transferred or conveyed as of or after the Deemed Separation Date shall be held for the use and benefit, and at the expense, of the Party to whom such Assets shall be assigned, transferred or conveyed pursuant to this Agreement during the period between the Deemed Separation Date and the Asset Transfer Closing.

  • Following the US Asset Transfer Closing Date, all warehousing and distribution, customer service, service contracts and billing and collection previously performed by Xxxxxx under the Distribution Agreement and the Services Agreement shall be performed with respect to the United States and Canada by or at the direction of Nexell California.

  • Nexell California hereby makes to Baxter those representations and warranties that are set forth in Section 7 of the Asset Transfer Agreement as of the ROW Asset Transfer Closing Date.

  • The first Asset Transfer Closing (the “First Asset Transfer Closing”) will involve the delivery of the portion of the Other Business Assets identified in Schedule 1.01(a) as being delivered at the First Asset Transfer Closing (the “First Closing Assets”) and the second Asset Transfer Closing (the “Second Asset Transfer Closing”) shall involve the delivery of the remaining Other Business Assets.

  • In addition to the consideration payable ------------------- pursuant to Section 2.2 hereof, and subject to the terms and conditions set forth in this Agreement, effective as of the applicable Asset Transfer Closing Date, Nexell California hereby assumes only (i) the US Assumed Liabilities as of the US Asset Transfer Closing Date and (ii) the ROW Assumed Liabilities as of the ROW Asset Transfer Closing Date.

  • As of the ROW Asset Transfer Closing, the schedules to be delivered by Xxxxxx to Nexell California pursuant to Section 2.4 of this Agreement shall identify those ROW Assigned Agreements for which Xxxxxx has not received the necessary approvals, consents or waivers as of the date of such schedules.

  • At the request of Nexell California, Xxxxxx shall use its commercially reasonable best efforts, both prior and subsequent to the applicable Asset Transfer Closing Date, to obtain all necessary approvals, consents or waivers necessary to convey to Nexell California each such Assigned Agreement as soon as reasonably practicable; provided, however, that Xxxxxx shall not be required to pay any -------- ------- additional consideration in order to obtain such approvals, consents or waivers.

Related to Asset Transfer Closing

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

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

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

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

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

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

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

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

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • IPO Closing Date means the closing date of the IPO.

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

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

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

  • 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.

  • Sale Transaction has the meaning set forth in Section 3(a).

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

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

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • 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.

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

  • Transfer Time has the meaning set forth in Section 4.3(a).