Examples of DE Closing in a sentence
If any action is brought by any Seller (excluding DIA if the DE Closing occurs) or Purchaser to enforce any provision of this Agreement or the Agreement and Plan of Merger, the prevailing Party shall be entitled to recover its court costs and reasonable attorneys’ fees from the other such Party (from Purchaser or Sellers (excluding DIA if the DE Closing occurs), as the case may be).
Each of the Companies covenants to comply with the pre-Closing covenants of Sellers contained in Article 4 of the Amended Focus Agreement to the extent applicable to such Company and the DE Transactions; provided however, that each Company covenants to do so until the DE Closing Date or until this Agreement is terminated.
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.
After the DE Closing, the Survival and Indemnification provisions contained in Article 10 of the Amended Focus Agreement shall apply to this Agreement, except that as provided therein.
All sales or transfer Taxes, recording charges and escrow fees in connection with the conveyance of the Assets contemplated by this Agreement, or in connection with the Merger and the sale of the Focus DE Assets contemplated by the Agreement and Plan of Merger, shall be paid one-half by Sellers (excluding DIA if the DE Closing occurs) and one-half by Purchaser.
Seller shall furnish sufficient personnel, equipment, and facilities and shall work such hours to assure prosecution of the work to completion in accordance with specified Agreement milestones.
The sale and purchase of the Series D Notes and the Series E Notes to be purchased by the applicable Purchaser shall occur at the offices of Xxxxx Xxxxx L.L.P., 0000 Xxxx Xxxxxx, Suite 600, Dallas, TX 75201, no later than 11:30 a.m. (New York City local time), at a closing (the “Series D/E Closing”) on October 1, 2008 (the day of such Closing being the “Series D/E Closing Day”).
The adjustments with respect to Estimated Net Assets and Closing Date Net Assets of the Companies shall be calculated and paid under the terms of the Net Asset adjustments provided for in Section 1.12 of the Amended Focus Agreement (even if the DE Closing has not yet occurred), and shall not affect the Merger Purchase Price payable to the Members pursuant to Section 2.7 of this Agreement or the Focus DE Asset Purchase Price payable to the Seller Representative pursuant to Section 3.5 of this Agreement.
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.
Solely with respect to the Series D/E Closing, Prairie Intermountain shall have acquired all of the issued and outstanding Capital Stock of Intermountain Gas Company, an Idaho corporation (“Intermountain”), and Intermountain at such time shall have not more than $105,000,000 of Indebtedness.