Company Closing Obligations definition

Company Closing Obligations shall have the meaning as used in Section 4.2(j) hereof.
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Examples of Company Closing Obligations in a sentence

  • At Closing all cash and cash equivalents including, without limitation, the proceeds of the Purchase Price remaining after the payment of the Company Closing Obligations, shall be transferred to the Operating Subsidiary.

  • Prior to or at the Closing, Company shall pay in full each of the Company Closing Obligations, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement.

  • Prior to or at the Closing, the Seller shall pay, or shall cause the Company to pay, in full each of the Company Closing Obligations, as well as any additional liabilities or obligations incurred by the Company since the date of this Agreement, including any and all liabilities or obligations incurred by the Company in connection with the transactions contemplated by this Agreement.

  • Any registration statement to be filed with respect to the Shares, including any costs associated therewith, shall be the responsibility of the Company after the Closing and all costs and expenses incurred in connection with the registration of the Shares shall not be deducted or paid from the portion of the Purchase Price paid to the Escrow Agent for the disbursement and payment of Company Closing Obligations as described in Section 1.3 of this Agreement.

  • On the Closing Date, the Company shall disburse the Purchase Price to pay any Company Closing Obligations not previously paid by the Company, with the proceeds of the Purchase Price remaining after the payment of the Closing Obligations being transferred to the Operating Subsidiary.

  • To ensure the payment and handling of the Deposit (as defined below), the payment of the Purchase Price and the Company Closing Obligations, and the prompt delivery of the Certificates, the parties hereto hereby agree that (i) the Deposit, (ii) Purchase Price (less the amount of the Deposit), and (iii) the Certificates (collectively, the "Escrow Deliveries") shall be delivered in escrow to Xxxxxxx X.

  • At Closing, the Purchase Price shall be paid to the Company as follows: (i) $564,000 of the Purchase Price shall be paid to the Escrow Agent and disbursed to pay the Company Closing Obligations as set forth in Section 5.1 hereof, and (ii) $75,000 shall be paid directly into a bank account established in the Company’s name by the Buyer (“Company Bank Account”).

  • To ensure the payment and handling of the Deposit (as defined below), the funding and disbursement of the Indemnity Agreement, the payment of the Purchase Price, the Company Closing Obligations and the Consulting Fee, and the prompt delivery of the Certificates, , the parties hereto hereby agree that (i) the Deposit, (ii) $564,000 of the Purchase Price (less the amount of the Deposit), and (iii) the Certificates (collectively, the “Escrow Deliveries”) shall be delivered in escrow to Xxxxxxx X.

  • Given the importance of smart mobility to the concept of smart cities, RTA has prioritized the convenience and welfare of people when planning and constructing its projects.

  • After payment of the Company Closing Obligations and Expenses, the aggregate book value of the Company's cash and cash equivalents, certificates of deposit, other marketable securities, and trade accounts receivable shall not be less than $89,020,822 (excluding any proceeds the Company receives upon the exercise of Company Stock Options exercised between the date hereof and the Effective Time).

Related to Company Closing Obligations

  • Surviving Obligations means any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms.

  • Existing Obligations means the “Obligations” as defined in the Existing Credit Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Continuing Obligations means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

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

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

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Supporting Obligations means supporting obligations (as such term is defined in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Property.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

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

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Seller’s Closing Documents as defined in Section 3.2(a).

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

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).