Examples of Business Closing Date in a sentence
Sellers shall be solely responsible for the payment of any and all Taxes, including for the preparation of the Tax returns and ancillary obligations, which are based on the activities of the BPC Business due by the Companies, until the Business Closing Date.
GM shall release Delphi and the Business Optionor from any liabilities and obligations relating to the period commencing after the applicable Business Closing Date in connection with any production obligations under any applicable Purchase Orders or supply contracts to GM relating to the Unsold Business.
In addition, GM shall in writing notify Delphi of the identity of the Business Optionees as promptly as practicable, but in any event, at least 45 days prior to the applicable Business Closing Date.
No action, suit or proceeding will have been commenced between the date of this Agreement and the Business Closing Date against Sellers, Buyer, the Companies or their respective Affiliates, which has resulted in the issuance of an injunction or other equitable remedy preventing the Parties from consummating the transactions set forth in this Agreement.
Subject to the terms and conditions set forth herein, on the Business Closing Date, Sellers shall sell, assign, transfer and deliver to Buyer, in exchange for the Closing Novita Shares Purchase Price, as described in Section 4.1, and Buyer, on its side, shall acquire from Sellers all, and not less than all, of the Novita Shares with all which they represent, free and clear of any and all Liens.
Except as otherwise provided in this Agreement, the BPC Business shall not have on the Business Closing Date any off balance sheet obligations, undisclosed debt, obligation or liability, whether due or maturing, disclosed or not, contingent, outstanding or of any other nature.
The Companies have no and, on the Business Closing Date, will have no direct or indirect subsidiaries, provided that Novita shall hold all of the Savoy Shares prior to the Business Closing Date.
All representations and warranties made by Buyer in Section 13 of this Agreement shall be true, precise and correct in all material respects as from the date hereof and on the Business Closing Date, as if they were made on the Business Closing Date.
In the event that an Unsold Business Option with respect to the Global Steering Business is not exercised on or before December 31, 2010, or if such option has been exercised but the Business Closing Date with respect to the Global Steering Business has not occurred on or before December 31, 2010, the Unsold Business Option relating to the Global Steering Business shall terminate.
For the avoidance of doubt, the Fundamental Representations shall not be subject to any materiality carve-out and shall be true, precise and correct in all respects as from the date hereof and on the Business Closing Date.