Closing Date Transfers definition

Closing Date Transfers means one or more transfers by Parent on the Closing Date of any of the following: (x) a portion of the cash proceeds of the Term Loans and the Senior Notes, (y) Term Loans and Senior Notes and (z) common stock of Parent to Windstream or an indirect wholly-owned Subsidiary of Windstream, in exchange for the contribution by Windstream or its Subsidiaries, pursuant to the Transfer Agreements, of certain of their assets to Parent or its Subsidiaries.

Closing Date Transfers means one or more transfers by Parent on the Existing Notes Issue Date of (x) the cash proceeds of term loans under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities, the Notes and the Unsecured Notes and (z) common stock of Parent to Windstream Services or an indirect wholly-owned Subsidiary of Windstream Services, in exchange for the contribution by Windstream Services or its Subsidiaries, pursuant to the Transfer Agreements, of certain of their assets to the Company or its Subsidiaries.

Closing Date Transfers means one or more transfers by Parent on the Initial Notes Issue Date of (x) the cash proceeds of term loans under the Senior Credit Facilities, (y) the term loans under the Senior Credit Facilities and the Existing Notes issued on the Initial Notes Issue Date and (z) common stock of Parent to Windstream Services or an indirect wholly-owned Subsidiary of Windstream Services, in exchange for the

Examples of Closing Date Transfers in a sentence

• Each Insurer will deposit the applicable Closing Date Transfers into the separate account that supports the applicable Contract.

• By written notice to the other party on or before the fifth Business Day following the Closing Date, Council or an Insurer may identify as an Ineligible Asset any asset that was transferred to such Insurer as part of the applicable Closing Date Transfers, and such parties will work in good faith for seven (7) Business Days following the receipt of such notice to agree on which, if any, assets constituting part of the applicable Closing Date Transfers are Ineligible Assets.

• To the extent that the closing conditions of paragraph 11.b. and/or paragraph 11.c. are not satisfied as of the Closing Date [***], the conditions set forth in this paragraph 11.b. and 11.c. shall be deemed to have been waived following the delivery of the Closing Date Transfers; provided, however, the requirements of paragraph11.a. shall never be waived; provided further that the foregoing [***].

• If any dispute with respect to any such information cannot be resolved on or prior to the Closing Date, Insurer’s determination will control for purposes of the Closing Date Transfers but Independent Fiduciary may direct the Plan Custodian to immediately commence an arbitration dispute with respect to any such information.

• Each Insurer acknowledges andagrees that, if the applicable Closing Date Transfers occur, then, from and after the Commitment Agreement Date, such Insurer bears any and all risks associated with each applicable Transferred Asset.

• Each Insurer acknowledges and agrees that, if the applicable Closing Date Transfers occur, then, from and after the Commitment Agreement Date, such Insurer bears any and all risks associated with each applicable Transferred Asset.

• If any dispute with respect to any such information cannot be resolved on or prior 137 ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** to the day prior to the Closing Date, Insurer’s [ * * * ] will control for purposes of the Closing Date Transfers but Independent Fiduciary may direct the Plan Custodian to immediately commence an arbitration dispute with respect to any such information.

• The Contract, when executed contemporaneously with completion of the Closing Date Transfers, will be duly executed and delivered by Insurer and will be a valid and binding obligation of Insurer and enforceable against Insurer by the contract-holder and each Annuitized Life in accordance with its terms, subject to the Enforceability Exceptions.

• The legal requirements relating to the designation, protection and management of SACs in England are set out in the Conservation of Habitats and Species Regulations 2010 (often referred to as ‘the Habitats Regulations’).

More Definitions of Closing Date Transfers

Closing Date Transfers. Equity assignments, transfers and contributions occurring on or immediately prior to the Closing Date which result in the Equityholders being the sole owners of the limited liability company membership interests in the Borrower and the USActive 56057294.10 Borrower being the sole owners of the limited liability company membership interests in each Guarantor.

Closing Date Transfers is defined in paragraph 3.a.