Closing Failure Notice definition

Closing Failure Notice has the meaning set forth in Section 8.1(e).
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Closing Failure Notice is defined in Section 9.01(f).
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Closing Failure Notice has the meaning set forth in Section 8.01(c)(iii). “Closing Statement” has the meaning set forth in Section 2.04(b). “Closing Net Capital Assets” means the assets determined as of the Adjustment Time in accordance with this Agreement and the accounts and methodology set forth in Section 2 of Exhibit A attached hereto. “Closing Working Capital” means (a) the Current Assets, less (b) the Current Liabilities, determined as of the Adjustment Time in accordance with this Agreement and the working capital accounts and methodology set forth in Section 1 of Exhibit A attached hereto. For the avoidance of doubt, Closing Working Capital shall not include any items or amounts included in Closing Net Capital Assets. “Code” means the Internal Revenue Code of 1986, as amended. “Company” has the meaning set forth in the recitals. “Company Continuing Employee” has the meaning set forth in Section 5.05(a). “Company Group” means, collectively, the Company and its Subsidiaries. “Company Intellectual Property” has the meaning set forth in Section 3.13(a). “Confidential Information” has the meaning set forth in Section 5.08. “Confidentiality Agreement” means collectively, the Confidentiality Agreement, dated as of August 27, 2019, between AIP, LLC and Seller, and the Clean Team Agreement, dated as of October 2, 2019, between AIP, LLC and Seller. 2
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Examples of Closing Failure Notice in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the occurrence from and after the date of a properly delivered Closing Failure Notice of any development, fact, change, event, effect, occurrence or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect shall not excuse payment of the Parent Termination Fee.


More Definitions of Closing Failure Notice

Closing Failure Notice shall have the meaning ascribed to it in Section 2.4.
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Related to Closing Failure Notice

  • Listing Failure Event means that:

  • Transaction Failure Date means the 18-month anniversary of the Effective Date (or the 24 month anniversary of the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Reporting Failure has the meaning set forth in Section 2.4.

  • Daily Failure Amount means the product of (x) .005 multiplied by (y) the Closing Sale Price of the Common Stock on the applicable Share Delivery Date.

  • Listing Failure means the situation where the Bonds have not been listed on the corporate bond list of Nasdaq Stockholm (or any other Regulated Market) within sixty (60) calendar days after the Issue Date.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Milestone Failure means a failure by the Grant Recipient fully to achieve any Milestone by the relevant Milestone Date;

  • MI Failure means when an MI report: a) contains any material errors or material omissions or a missing mandatory field; or b) is submitted using an incorrect MI reporting Template; or c) is not submitted by the reporting date(including where a Nil Return should have been filed);

  • GEP Failure means Seller’s failure to produce Delivered Energy in an amount equal to or greater than the Guaranteed Energy Production amount for the applicable Performance Measurement Period.

  • Cure Notice means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include: (a) procedures for objecting to proposed assumptions of Executory Contracts and Unexpired Leases; (b) Cure Claims to be paid in connection therewith; and (c) procedures for resolution by the Bankruptcy Court of any related disputes.

  • Closing Deadline means the date and time specified on the RFP Cover Page or any Addenda issued by TO LIVE, as the date and time by which Proponents must submit their Proposal;

  • Reduction Notice has the meaning set forth in Section 1.3.

  • Price Failure means, with respect to a particular date of determination, the VWAP of the Common Stock on any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding such date of determination fails to exceed the Floor Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations to be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions during any such measuring period.

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Notice Deadline means 2.30 p.m. (Dublin time), provided that the Notice Deadline in respect of any Series of ETP Securities may be adjusted by agreement between the Issuer and the Margin Loan Provider with effect from the fifth calendar day following the date on which notice of such adjustment is given to the holders in accordance with Condition 17.

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Extension Deadline means, with respect to a letter of credit, the Cutoff Time on the Business Day preceding the day on which the letter of credit expires.

  • Margin Notice Deadline the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice);

  • Persistent Failure means any two (2) or more failures by the Supplier in any rolling period of twelve (12) months to comply with obligations in respect of the Contract Services under the Contract;

  • Notice Date has the meaning specified in Section 2.15(b).

  • Demand Date means, with respect to a transfer by a party:

  • Transaction Failure means the failure to consummate a Business Combination within 18 months of the Effective Date (or 24 months after the Effective Date, if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the Effective Date and the Business Combination relating thereto has not yet been consummated within such 18-month period).

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Cure Deadline shall have the meaning provided in Section 11.11(a).

  • Consistent Failure means any of: