Domestic Closing definition
Examples of Domestic Closing in a sentence
The conditions for the Transferee to agree to the Domestic Closing and perform relevant obligations after the Domestic Closing shall be the satisfaction of the conditions under 6.1 (n) on and before the Domestic Closing Date unless waived in writing by the Transferee.
As for the right of claiming for indemnifications in connection with the representations and warranties that is untrue, inaccurate or misleading under Section 14.1, in terms of the Domestic Closing, it shall be valid within 12 months after the Domestic Closing Date and, in terms of the Overseas Closing, valid within 12 months after Overseas Closing Date.
Once the Domestic Closing is duly completed, the Transferors shall be regarded to have fully and completely performed all the obligations of transferring the Domestic Target Shares under this Agreement.
To smoothly carry out the Domestic Share Transfer, the Parties agree to, sign separate share transfer agreement(s) before the Domestic Closing substantially in the form of share transfer agreement attached hereto as Exhibit I, and submit copies of such agreements to relevant governmental authorities for processing and registration of the Domestic Share Transfer.
For the avoidance of doubt, the Transferors, other than the Existing Shareholders, shall be severally responsible for the indemnifications relating to the matters that took place before the Domestic Closing and were attributable to the Transferors, but shall not be responsible for the indemnification due to any debenture, debt, compensation payable by the Company, Existing Shareholders and the Overseas Holding Companies of the Existing Shareholders that are incurred after the Domestic Closing.
The Parties confirm and agree that the Domestic Consideration has included the consideration for any and all undistributed profits of the Company corresponding to the Domestic Target Shares up to the Domestic Closing Date (as defined in section 1.1. “Definitions”).
Subject to Section 3.4(c) and 3.4(d) of this Agreement, if the Parties fail to carry out the Overseas Closing for any reason but the Domestic Closing under this Agreement has already been consummated, the effectiveness of the Domestic Closing will not be affected.
The closings of the sale of the Foreign Acquired Assets and Foreign Sold Shares (the “Foreign Closing”) shall take place on the Domestic Closing Date, or as soon as practicable thereafter, at such places as may be specified in the respective Foreign Implementation Agreements relating to the such Foreign Acquired Assets and Foreign Sold Shares.
Accordingly, each of the parties hereto will take such action as may be necessary to ensure that no Closing under any Foreign Acquisition Agreement occurs prior to the Domestic Closing.
The Transferee, according to the accounts designated in writing by the Transferors before the Domestic Closing, shall directly pay such deducted amount to the financial consultant of such Transferor, namely, Shanghai Huijia Investment Consultancy Limited Company (a member enterprise of CRP Holdings Limited).