Closing Arrangements definition

Closing Arrangements means those matters set out in Schedule A;
Sample 1

Examples of Closing Arrangements in a sentence

  • Between the execution of this Agreement and Closing, the Parties shall take all actions and do all things necessary in order to implement the Closing Arrangements set forth in Exhibit J attached hereto, including taking all actions within their respective power so that HTCC gives effect to the closing arrangements contemplated therein.

  • Pre-Closing Covenants.................................................7 (a) Cooperation Prior to Closing 7 (b) Seller to Refrain from Taking or to Undertake Certain Actions 7 (c) Closing Arrangements for Shares, Unsecured Notes and Warrants 7 (d) Seller to Use Reasonable Best Efforts on Warrants 8 8.

  • On Closing, the Seller and the Purchaser shall have delivered or performed (or ensured that there is delivered or performed) all those documents, items and actions listed in relation to that Party or any of its Affiliates (as the case may be) in Schedule 2 (Closing Arrangements).

  • Pre-Closing Covenants.................................................7 (a) Cooperation Prior to Closing 7 (b) Seller to Refrain from Taking or to Undertake Certain Actions 7 (c) Closing Arrangements for Shares, Unsecured Notes and Warrants 8 (d) Seller to Use Reasonable Best Efforts on Warrants 8 8.

  • Prior to the Effective Date of this TRA and the Closing Arrangements, defined below, and immediately prior to the merger of Purple Team, LLC, a Delaware limited liability company (“Purple Team”), into Innohold, the equity in the Company was owned solely by InnoHold and Purple Team.

  • Any outstanding receivable, payable and other intercompany transaction, arrangement or contract between Owners or any of their Affiliates, on the one hand, and any Owner Entity, on the other hand, will be satisfied or terminated prior to Closing ("Arrangements with Affiliates").

  • All documents and items delivered at Closing pursuant to this Schedule 4 (Closing Arrangements) shall be held by the recipient to the order of the person delivering the same until such time as Closing shall be deemed to have taken place.

  • For the purposes of this Clause 7.3, a Material Obligation is: (i) in respect of the Seller, the obligation set out in paragraphs 2(a), (g), (h) and 4 of Part A of Schedule 6 (Closing Arrangements); and (ii) in respect of the Purchaser, those obligations set out in paragraphs 1(a) and 1(e) of Part B of Schedule 6 (Closing Arrangements).

  • It is the parties’ intention that the Alternative Closing Arrangements, if elected by Buyer, would go in place no sooner than June 30, 2013, but that Buyer may elect to cause such arrangements to be effective at any time from and after June 30, 2013.

  • For the purposes of this Clause 7.3, a Material Obligation is: (i) in respect of the Seller, those obligations set out in paragraphs 1(b) and 1(c) of Part A of Schedule 5 (Closing Arrangements) and all of Part C of Schedule 5 (Closing Arrangements); and (ii) in respect of the Purchaser, the obligations set out in paragraph 1(e) of Part B of Schedule 5 (Closing Arrangements) and all of Part C of Schedule 5 (Closing Arrangements).

Related to Closing Arrangements

  • Continuing Arrangements means those arrangements set forth on Schedule 1.1(24) and such other commercial arrangements among the Parties that are intended to survive and continue following the Separation Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

  • Financing Arrangements means the arrangements between the Borrower and the State as per current policy of the Borrower, and acceptable to ADB;

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • 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;

  • Financial Closure or Project Financing Arrangements means the agreements pursuant to which the SPG has sought financing for the Power Project including the loan agreements, security documents, notes, indentures, security agreements, letters of credit and other documents, as may be amended, modified, or replaced from time to time, but without in anyway increasing the liabilities of JDVVNL.

  • Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Cash Pooling Arrangements means a deposit account arrangement among a single depository institution, CDW and one or more Foreign Subsidiaries involving the pooling of cash deposits in and overdrafts in respect of one or more deposit accounts (each located outside of the United States and any States and territories thereof) with such institution by CDW and such Foreign Subsidiaries for cash management purposes.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Support Agreements has the meaning set forth in the Recitals.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

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

  • Joint service arrangements means agreements between or

  • admission arrangements means the arrangements for a particular school or schools which govern the procedures and the decision making for the purposes of admitting pupils to the school.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Affiliate Agreements means collectively, (a) the Administration Agreement dated as of March 15, 2011 between the Borrower and the External Manager, (b) the Amended and Restated Investment Advisory and Management Agreement dated as of December 12, 2011 between the Borrower and the External Manager and (c) the License Agreement dated as of March 14, 2011 between the Borrower and Tarrant Capital IP, LLC.

  • Interconnection Agreements means, collectively, (a) an agreement by and among Owner, TransÉnergie and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the U.S. Border of the NECEC Transmission Line with the Québec Line and (b) an agreement by and between Owner and ISO-NE that sets forth such parties’ respective rights and obligations following the interconnection at the Delivery Point of the NECEC Transmission Line with certain transmission facilities operated by ISO-NE. The Interconnection Agreements shall address cost responsibilities among entities other than the Distribution Company and the other RFP Sponsors and shall include provisions, both technical and otherwise, for safe and reliable interconnected operations of the HVDC Transmission Project following Commercial Operation (including use of the HVDC Transmission Project for the delivery of electric power in emergency circumstances).

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;