Delayed Asset Closing definition

Delayed Asset Closing has the meaning assigned that term in the CEPF MIPA. Delayed Assets has the meaning assigned that term in the CEPF MIPA. Dispose, Disposing, or Disposition means, with respect to any asset (including a Membership Interest or any portion thereof (including any Class A Unit or Class B Unit) or any derivative or similar arrangement whereby a portion or all of the economic interests in, or risk of loss or opportunity for gain with respect to, such Membership Interest is transferred or shifted to another Person), any direct or indirect sale, assignment, lease, transfer, conveyance, gift, exchange, or other disposition of such asset, whether such disposition be voluntary, involuntary, or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession, or otherwise; (b) in the case of an asset owned by an entity, (i) a sale of the equity of such entity or a merger, division, or consolidation of such entity (other than a merger in which such entity is the survivor thereof) or (ii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up, or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance itself; provided, however, that any Disposition of limited partnership interests or other equity interest of NEP or XXXX shall not be subject to the restrictions set forth in Article 7.
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Delayed Asset Closing has the meaning assigned that term in the Purchase Agreement.
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Delayed Asset Closing has the meaning set forth in paragraph 2(c) of Part VII of this Acquired Companies Annex.
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Examples of Delayed Asset Closing in a sentence

  • To the extent Buyer and Seller cannot reasonably agree on the net book value of the applicable Delayed Shreveport Purchased Asset by the day immediately prior to the applicable Shreveport Delayed Asset Closing Date, Buyer shall nevertheless be obligated to pay Seller on the applicable Shreveport Delayed Asset Closing Date the net book value amount set forth in the applicable Shreveport Delayed Asset Schedule, subject to the audit rights set forth in Section 2.3(b)(iii) below.

  • Except as set forth on any of the Schedules attached hereto or as otherwise contemplated hereby or by the Collateral Agreements, to Seller's knowledge, there are not any present facts or circumstances related to the Business that could give rise to liabilities to Buyer after the Initial Closing Date, the Shreveport Delayed Asset Closing Date and the Denver and Little Rock Inventory Closing Date, as applicable, except for the Assumed Liabilities.

  • At the Effective Time on each Shreveport Delayed Asset Closing Date, Seller shall transfer to Buyer title to the Delayed Shreveport Purchased Assets being transferred on such date.

  • Any such payment shall be made on or before 30 calendar days after the applicable Shreveport Delayed Asset Closing Date, and any such payment shall be considered an addition or reduction, as applicable, to the Purchase Price.

  • The net book value of the applicable Delayed Shreveport Purchased Asset purchased at the applicable Shreveport Delayed Asset Closing shall be determined in accordance with this Section 2.3(b).

  • To the extent Buyer agrees with Seller's calculation of the net book value of the applicable Delayed Shreveport Purchased Asset as set forth in the applicable Shreveport Delayed Asset Schedule, or if Seller and Buyer agree on a different net book value amount, Buyer shall pay Seller on the applicable Shreveport Delayed Asset Closing Date such agreed upon amount.

  • PURCHASED ASSET From the date hereof to each Shreveport Delayed Asset Closing Date, the Delayed Shreveport Purchased Assets to be purchased and sold on such Shreveport Delayed Asset Closing Date, shall be and remain at the risk of Seller.


More Definitions of Delayed Asset Closing

Delayed Asset Closing has the meaning set forth in Section 5.08(b).
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Related to Delayed Asset Closing

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • 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.

  • 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.

  • Closing Date means the date on which the Closing occurs.

  • Closing has the meaning set forth in Section 2.2.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

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

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

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

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

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

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

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

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

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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