France Closing definition
Examples of France Closing in a sentence
In the event the France Closing occurs on a different date than the Principal Closing, France shall be deemed to constitute a Deferred Business.
If the France Closing (as such term is defined below) occurs after the Principal Closing, on the France Closing, Buyer shall deliver, or cause to be delivered, the French Consideration to Sapphire or its designee(s) by wire transfer of immediately available funds to an account designated in writing by Sapphire and the Transfer Agreements relating to the French Equity in the manner set forth in Section 2.09(b), Section 2.15(d) and Section 2.16(d), as applicable.
If the France Closing (as such term is defined below occurs after the Closing, on the France Closing, Fermat shall deliver, or cause to be delivered, the French Ag Consideration to Descartes by wire transfer of immediately available funds to an account designated in writing by Descartes and the Ag Foreign Closing Documents relating to the French Ag Assets, French Ag Business and French Ag Liabilities in the manner set forth in Section 2.2(b) and Section 2.19(d), as applicable.
The Company, SpinCo and ▇▇▇▇▇▇ Partner further acknowledge and agree that all actions and documents relating to the transfer of the French SpinCo Assets, the French SpinCo Business and French SpinCo Liabilities shall not be required to be taken or delivered at the Closing but only at the France Closing.
All premiums due and payable for such insurance policies have been duly paid, and no Seller has any reason to believe that such policies or extensions or PAGE renewals thereof in such amounts shall cease to be outstanding and duly in full force without interruption until the U.S. Closing Date (or, with respect to policies applicable to BC France, the France Closing Date).
Notwithstanding the foregoing, but subject to the terms of paragraphs (a) and (b) above, nothing in this paragraph (c) shall prevent BC France from continuing to conduct, prior to the France Closing, the Business conducted by BC France prior to the U.S. Closing in those territories in which BC France actively conducted such portion of the Business prior to the U.S. Closing.
In connection with the completion of the Contracts in Progress of BC France contemplated by paragraph (a) above, the Buyer shall make available to BC France, for a period of 180 days commencing on the France Closing Date, such administrative, field service and engineering personnel transferred to the Buyer by BC France as BC France may reasonably request.
In addition to all files and documents required to be provided pursuant to this Agreement or the Ancillary Agreements, promptly upon request by the Buyer made at any time following the U.S. Closing Date (or, with respect to BC France, the France Closing Date), each Seller shall authorize the release to the Buyer of all files pertaining to the Acquired Assets or the Business held by any federal, state, county or local authorities, agencies or instrumentalities.
Seller acknowledges that it will be liable for all such contributions accrued and unpaid in respect of the period prior to the France Closing Date, and Buyer acknowledges that it will be liable for all such contributions due in respect of the period after the France Closing Date.
The France Closing shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & Associes, ▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ commencing at 9:00 a.m. local time on the second business day following the date on which all of the conditions to the obligations of the Parties to consummate the France Closing set forth in Sections 6.3 and 6.4 have been satisfied or waived (the "France Closing Date").