First Closing Assets definition

First Closing Assets. As defined in Section 2.1 of this Agreement.
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First Closing Assets means all of Seller’s right, title, and interest in and to the following, but excluding, reserving and excepting the Excluded Assets and the Second Closing Assets:
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First Closing Assets means all of the Assets except the Second Closing Assets.
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Examples of First Closing Assets in a sentence

  • Seller shall deliver to Purchaser: (i) duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, and security agreements created by Seller that encumber the First Closing Assets; and (ii) releases of any related financing statements.

  • The existing system was incapable of adequately treating raw water from the Paraguay River which is characterized by a high level of turbidity and color.

  • Seller and Purchaser shall duly execute federal and state change of operator forms with respect to those First Closing Assets of Seller that will be operated by Purchaser after the Closing under Section 10.12, and Seller shall execute and deliver to Purchaser resignation of operator letters in forms reasonably acceptable to Purchaser.

  • Seller and Purchaser shall duly execute and deliver all necessary letters in lieu of transfer orders directing all purchasers of production to pay Purchaser the proceeds attributable to production from the First Closing Assets of Seller from and after the Effective Time.

  • Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.

  • For purposes of this Agreement, the resulting Purchase Price adjustment under Section 3.2 and/or Section 14.1 for the First Closing Assets will be the full and final settlement of Seller’s responsibility for all such Oil and Gas Property Taxes without regard to the actual Tax rates or assessments (the “Settled Oil and Gas Property Taxes”).

  • In the event of a termination of this Agreement for any other reason, Purchaser shall retain the First Closing Assets and from and after the time of termination no further payments shall be required to be made by Parent, Purchaser or any of their Affiliates to the Seller with respect to the First Closing Assets pursuant to this Agreement, including Section 1.7, or any other agreement.

  • From the First Closing Date until the Second Closing Date, all First Closing Assets that are tangible Assets will continue to be located at Seller’s facilities and be available for use by Seller pursuant to this Section 1.11 and pursuant to the Distribution Agreement.

  • Without limiting the foregoing, promptly following the First Closing, the Seller shall promptly take, or cause to be taken, the actions set forth in Section 1.6(a) of the Seller Disclosure Schedule with respect to the First Closing Assets.

  • Except as set forth in Section 5.3(b) below, (i) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the First Closing Assets will survive for a period of 18 months after the First Closing; and (ii) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the Second Closing Assets will survive for a period of 18 months after the Second Closing.


More Definitions of First Closing Assets

First Closing Assets means Buyer’s rights under the leases to be transferred at the First Closing set forth on Schedule 2 and the Granite Ranch Leases.
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First Closing Assets means Buyer’s rights under the leases to be transferred at the First Closing set forth on Schedule 2 and the Granite RanchLeases.
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First Closing Assets those Assets to be transferred to Buyer at the First Closing.
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First Closing Assets shall have the meaning given to such term in Section 2.1(a) of this Purchase and Sale Agreement.
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First Closing Assets has the meaning set forth in Section 2.1(a).
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First Closing Assets means the Acquired Interests as to which the conditions to Closing contained in Sections 5.4 and 6.4 and the other conditions to Closing contained in Articles V and VI and related to such Acquired Interests are satisfied as of the date of the First Closing.
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Related to First Closing Assets

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

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation 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.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

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

  • Final Closing means the last closing under the Private Placement;

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

  • Acquired Assets has the meaning set forth in Section 2.1.

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

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

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

  • Closing has the meaning set forth in Section 2.2.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).