Closing Action definition

Closing Action or “Closing Actions” has the meaning given to it in Clause 6.2;
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Closing Action is defined in Section 5.2.
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Closing Action any action to be taken or actually taken, obligation to be performed or actually performed, and instrument to be exchanged or actually exchanged at the Closing.
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Examples of Closing Action in a sentence

  • In the event of any conflict or inconsistency between the terms of this agreement and the terms of any Closing Action, the terms of this agreement will always prevail and govern.

  • The effect of a waiver shall be limited to eliminating the obligation of the other Party or its Affiliates to perform the respective Closing Action or Closing Condition prior to Closing and shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action or Closing Condition not being performed pursuant to this Agreement.

  • Neither the Sellers nor the Purchaser may withdraw from this Agreement if (i) they have/it has in bad faith (wider Xxxx und Glauben) prevented the performance of a Closing Action or (ii) the non-performance of a Closing Action is within their/its control.

  • At Closing, Action shall have received a certificate of good standing from The Registrar of Corporate Affairs of the British Virgin Islands, certifying that GPC is in good standing as a company in the British Virgin Islands.

  • Clause 10.3, the parties shall close the transaction in accordance with the provisions below at Closing: Action Responsible Status Deliver to the General Partner a notice as specified in Annex 4 to the effect that the Units and the Shares have been acquired by the Purchaser[, and that a first priority security interest in the Shares has been granted in favour of the Lender].

  • The Execution of the Dura IP Transfer Agreement will be an additional Closing Action.

  • The Parties enter as a Closing Action into an escrow agreement (“Escrow Agreement”) with the Düsseldorf based notary Dr. Pünder (“Escrow Agent”) for a duration of 12 months following the Closing Date according to the format attached hereto as Schedule 5.8.

  • The effect of such waiver shall be limited to eliminating the need that the respective Closing Action is being performed at the Closing and shall not limit or prejudice any claims the Party waiving the Closing Action may have with respect to any circumstances relating to such waived Closing Action.

  • The effect of a waiver shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Umbrella SPA.

  • Any such waiver shall not prejudice any rights or remedies which may be available to the waiving Party under or in connection with this Agreement and may include a requirement that the relevant Closing Action (or parts thereof) shall be fulfilled as soon as possible, and the waiving Party shall be entitled to request such due performance after the Closing Date.


More Definitions of Closing Action

Closing Action. Closing Actions" has the meaning given in Section 10.2(a).
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Closing Action. “Closing Actions” Section 7.3
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Related to Closing Action

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • Tax Action means (a) an amendment to, change in or announced proposed change in the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, (b) a judicial decision interpreting, applying or clarifying such laws or regulations, (c) an administrative pronouncement or action that represents an official position (including a clarification of an official position) of the governmental authority or regulatory body making such administrative pronouncement or taking such action, or (d) a threatened challenge asserted in connection with an audit of the Company or any of its subsidiaries, the Partnership, or the Trust, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Debentures, the Partnership Preferred Securities, or the Trust Preferred Securities, which amendment or change is adopted or which decision, pronouncement or proposed change is announced or which action, clarification or challenge occurs on or after the date of the prospectus related to the issuance of the Trust Preferred Securities. "10% in liquidation amount of the Trust Securities" means, except as provided in the terms of the Trust Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting together as a single class or, as the context may require, Holders of outstanding Trust Preferred Securities or Holders of outstanding Trust Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount of all outstanding Trust Securities of the relevant class.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

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

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Closing has the meaning set forth in Section 2.2.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.