Effective Closing Time definition
Examples of Effective Closing Time in a sentence
No Target Group Company, except for the Target Company, has conducted any business prior to the date of this Agreement and has no, and prior to the Effective Closing Time will have no, assets, Liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement.
Wellspring agrees and covenants that, except with respect to the liabilities of Wellspring otherwise allocated among the Parties pursuant to this Agreement and the Retained Client Services and Protection Agreement, and with respect to the liabilities set forth on Schedule 3.7 (the "Joint Miscellaneous Liabilities"), Wellspring shall be solely liable for the liabilities, debts and obligations of Wellspring that are unknown to Wellspring as of the Effective Closing Time.
Each of the Parties represents to one another that it does not intend to make any large-scale layoffs of the employees of Wellspring as of the date of this Agreement ("Wellspring Employees") or to implement a "plant closing" or "mass layoff," as those terms are defined in WARN, in respect of Wellspring Employees, within ninety (90) days of the Effective Closing Time.
The date on which the Closing occurs is sometimes referred to herein as the "Closing Date." The Closing shall, for Tax purposes and for purposes of determining the Company Closing Financial Amounts, be deemed to occur at 11:59 p.m. EST on the Closing Date (the "Effective Time") and, for all other purposes, be deemed to occur at 9:30 a.m. central standard time on the Closing Date (the "Effective Closing Time").
To the extent any Party is responsible for facts and circumstances that cause a violation of WARN, such Party shall assume liability for any alleged failure to give a WARN notice, and shall indemnify and hold harmless the other Parties from and against any Losses which may be sustained, suffered or incurred by such other Parties which arise under or relate to any claims asserted under WARN because of a "plant closing" or "mass layoff" caused by such Party after the Effective Closing Time.
Upon and subject to the terms and conditions of this Agreement, ▇▇▇▇▇ will be deemed to have withdrawn as a Member of Wellspring, effective as of the Effective Closing Time.
The Parties covenant and agree that, for a period of two years after the Effective Closing Time ▇▇▇▇▇ will not, for its own benefit or the benefit of any other Person, solicit for employment any employee or contractor of Wellspring (excluding the Retained Client Employees), or any employee or contractor of an Affiliated Party formerly affiliated with Wellspring, without the prior consent of Wellspring or such Affiliated Party, as the case may be.
All responsibility for and control of the Retained Actions shall transfer to Seller at the Effective Closing Time without further action on the part of the Parties or the Acquired Companies.
Subject to Closing occurring on the Closing Date, Closing shall be deemed to have taken place as at 11:59 pm on 31 October 2020 (the Effective Closing Time) with the Securities being deemed to have been sold by the Sellers to the Purchaser, and the Purchaser being deemed to have acquired the Securities, as at the Effective Closing Time.
Nothing contained in this Agreement shall affect, transfer or reduce ▇▇▇▇▇'▇ and State Street's respective obligations and liabilities under the ▇▇▇▇▇ Real Property Guaranties and the State Street Real Property Guaranties, which shall remain in full force and effect after the Effective Closing Time unless released and discharged by one or more of the Wellspring Landlords, subject to Section 10.3 of this Agreement.