DE Closing definition

DE Closing means any of the King Street Closing and/or the Advantage Closing, as the case may be. “DE Regulatory Material Effect” has the meaning set forth in Section 4.7(l)(v).
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DE Closing means any of the King Street Closing and/or the Advantage Closing, as the case may be.
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DE Closing means the Closing as defined in the DE Purchase Agreement
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Examples of DE Closing in a sentence

  • If prior to the issuance of the HUD Approval, HUD shall not have reinspected the DE Facility and cleared the deficiencies set forth in the Inspection Report, Sellers under the Amended Focus Agreement (other than DIA and Focus DE) shall be solely responsible for the cost of clearing any of the deficiencies in the Inspection Report not cleared by HUD as a result of HUD’s reinspection of the DE Facility after the DE Closing.

  • Moreover, the Companies agree, at the expense of Sellers under the Amended Focus Agreement (other than DIA and Focus DE), prior to the DE Closing (a) to promptly correct (if not heretofore corrected) the physical deficiencies and the EH&S violations set forth in HUD’s physical inspection report (“Inspection Report”) of the DE Facility dated December 30, 2005, and (b) to provide HUD as soon as possible with certifications that the repairs required by the Inspection Report have been made.

  • The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Applicable Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.8 and, in the case of the Series D/E Closing Day, the conditions specified in Section 4.13 (together with supporting calculations in reasonable detail), have been fulfilled.

  • On the terms and subject to the conditions of this Agreement, at the DE Closing, the Focus DE Asset Purchase Price, subject to the adjustments set forth above in (a)(i) and (ii), less Two Million Dollars ($2,000,000), shall be delivered by HHC Delaware to the Seller Representative by wire transfer to an account designated by the Seller Representative.

  • In accordance with Section 12.2 and other provisions of this Agreement, Purchaser and its Affiliates and DIA (after the DE Closing) will cooperate with Sellers (other than DIA if the DE Closing occurs) in providing information required to prepare such Tax Returns and in effecting any such filings.

  • Within thirty (30) calendar days following the end of each calendar month ending after October 2005 and prior to the Closings, Sellers (or after the Closing, but before the DE Closing, DIA and Focus DE) shall deliver to Purchaser a complete copy of the unaudited, unconsolidated balance sheets and related unaudited, unconsolidated statements of operations of Sellers for such month then ended, together with corresponding year-to-date amounts.

  • The liability of each Seller (other than DIA if the DE Closing occurs) hereunder shall be joint and several with each other Seller.

  • Sellers (excluding DIA if the DE Closing occurs) shall indemnify Purchaser and hold Purchaser harmless for any liability of Purchaser for any amount that was required to be withheld from the Aggregate Purchase Price (including the Merger Purchase Price and the Focus DE Asset Purchase Price payable pursuant to the Agreement and Plan of Merger) with respect to any Tax of any Seller, or any Tax of any Member, and that was not so withheld.

  • Where in this Agreement or the Agreement and Plan of Merger provision is made for any action to be taken or not taken by any Seller, Sellers (other than DIA if the DE Closing occurs) jointly and severally undertake to cause each Seller (other than DIA if the DE Closing occurs) to take or not take such action, as the case may be.

  • Sellers (other than DIA if the DE Closing occurs) shall prepare and file all Tax Returns required to be filed by DIA for periods ending on or before the date of the DE Closing.

Related to DE Closing

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

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

  • Closing has the meaning set forth in Section 2.2.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

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

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Subsequent Closing has the meaning set forth in Section 3.2.

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

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

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

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

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Second Closing Date means the date of the Second Closing.

  • Final Closing means the last closing under the Private Placement;

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Third Closing Date has the meaning set forth in Section 2.2(c).