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.
Nothing contained in this Agreement is intended to give Purchaser, directly or indirectly, the right to control or direct any Acquired Company’s operations before the Effective Closing Time.
Before the Effective Closing Time, the Company will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and each other Acquired Company’s respective operations.
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").
Within ninety (90) days after Closing, Buyer will deliver Buyer’s good-faith calculation of the Final Purchase Price prepared in accordance with GAAP to Seller, which will attach the closing balance sheet of the Company as of the Effective Closing Time (without giving effect to the purchase and sale of the Purchased Interest), along with any other information that is reasonably necessary to support its determination of the Final Purchase Price.
Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Effective Closing Time: (a) by the mutual written consent of Purchaser and Seller; or (b) by either Purchaser or Seller if the Closing shall not have occurred on or before December 31, 1995.
Wellspring and Xxxxx shall enter into the Retained Client Services and Protection Agreement as of the Effective Closing Time.
Between the date of this Agreement and the Effective Closing Time, Seller shall use reasonable efforts to cause TFS to (i) maintain the Business intact and to preserve its goodwill with its customers, suppliers, employees and others having business relations with it and (ii) operate the Business in a prudent, businesslike manner consistent with past practices.
Continuing Employees terminated during the period commencing at the Effective Closing Time and ending on the first anniversary thereof will be provided with severance benefits to which they are entitled pursuant to Purchaser’s severance plan or policy.
At Wellspring's request, Xxxxx shall continue to provide to Wellspring RIC services after the Effective Closing Time on market terms and conditions.