Outside Deferred Closing Date definition

Outside Deferred Closing Date means the date that twenty-four (24) months after the Closing Date. “Owned Real Property” has the meaning specified in Section 5.7(a).
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Outside Deferred Closing Date means the date that is 180 days after the date of this Agreement; provided that (i) LBHI and Seller shall have the right, in their sole discretion, to extend the Outside Deferred Closing Date by up to twenty (20) Business Days in order to cure any default by LBHI or Seller, as provided in Section 15.1.3(a), and (ii) subject to the requirements set forth in Section 2.5.2(g), in the event that an Order issued by any Governmental Authority has been entered that prevents or prohibits the consummation of the transfer of one or more Deferred Closing Assets to the applicable Buyer Party prior to the date that is 180 days after the date of this Agreement, any Party shall have the right, in its sole discretion, to extend the Outside Deferred Closing Date with respect to, and only with respect to, such Deferred Closing Assets in accordance with Section 2.5.2(g) until the date that is three (3) Business Days after the date the transfer of such Deferred Closing Assets may first be lawfully consummated. Any extension of the Outside Deferred Closing Date pursuant to clause (ii) hereof shall only be with respect to any Retained Deferred Closing Asset(s) and shall not apply to any other Deferred Closing Assets.
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Outside Deferred Closing Date means the date that twenty-four (24) months after the Closing Date.
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Examples of Outside Deferred Closing Date in a sentence

  • During the period from the Closing Date until the earlier of the Specified Date and the Outside Deferred Closing Date, the Parties shall (and shall cause their Affiliates to) use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary information reasonably requested by any Governmental Body in connection with the foregoing filings.

  • Subject to Section 2.5.2(g), without any further action of the parties hereto, on the Outside Deferred Closing Date, subject to satisfaction or waiver of the conditions set forth in Sections 10.2 and 11.2, any remaining Escrowed Deferred Stock Consideration and Escrowed Deferred Closing Asset Transfer Documents shall be released from escrow in accordance with the terms of the Deferred Closing Asset Escrow Agreement.

  • If the King Street Closing does not occur on or prior to the Outside Deferred Closing Date, then, on the business day following the Outside Deferred Closing Date, Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to Buyer (or its designee) all amounts held in the King Street Escrow Fund (including the King Street Escrow Amount plus all earnings thereon).

  • If the Advantage Closing does not occur on or prior to the Outside Deferred Closing Date, then, on the business day following the Outside Deferred Closing Date, Seller and Buyer shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to Buyer (or its designee) all amounts held in the Advantage Escrow Fund (including the Advantage Escrow Amount plus all earnings thereon).

  • If the Advantage Cut-Off does not occur, then notwithstanding the occurrence of the Closing and subject to the terms of Section 4.7(n), the Advantage Closing shall be postponed to a date following the Closing Date on which all of the Advantage Closing Conditions (other than conditions that, by their terms, cannot be satisfied until the Advantage Closing) have been satisfied or waived (but no later than Outside Deferred Closing Date, unless otherwise agreed in writing by Xxxxx, Seller and Parent).

  • In the event that either the Deferred BD Closing does not occur on or before the Outside Deferred Closing Date, then all obligations of Buyer and its Affiliates and Seller Parent and its Affiliates under this Section 4.6 with respect to the BD Subsidiary shall cease immediately upon the Outside Deferred Closing Date, and as of such date, Seller Parent, in its sole discretion, shall have the right to commence the winding down of the BD Subsidiary in a manner that Seller Parent deems reasonable.


More Definitions of Outside Deferred Closing Date

Outside Deferred Closing Date means (i) as respects Parcel 40, December 31, 2005, or such later date established pursuant to the Purchase and Sale Agreement to allow for the closing of the sale of Parcel 40 to the Mission Bay Borrower, (ii) as respects Parcel N4a, December 15, 2004, or such later date established pursuant to the Purchase and Sale Agreement to allow for the closing of the sale of Parcel N4a to the Mission Bay Borrower, and (iii) as respects the Santa Fe Depot Property, June 30, 2005, or such later date established pursuant to the Purchase and Sale Agreement to allow for the closing of the sale of the Santa Fe Depot Property to the Santa Fe Depot Borrower.
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Outside Deferred Closing Date has the meaning specified in Section 4.6(a).
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Outside Deferred Closing Date shall have the meaning set forth in Section 3.05(a).
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Related to Outside Deferred Closing Date

  • 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).

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Assumed Final Distribution Date The Distribution Date occurring in November 2035.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Second Closing Date means the date of the Second Closing.

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

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

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

  • Scheduled Final Distribution Date No.: M-1 June 10, 2016 This certifies that Cede & Co. is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class M Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby. Also issued under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class X, Class A-M, Xxxxx X-X, Xlass B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class N, Class O, Class P, Class S, Class R and Class LR Certificates (together with the Class M Certificates, the "Certificates"; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as "Certificateholders"). This Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of June 1, 2006 (the "Pooling and Servicing Agreement"), by and among the Depositor, Midland Loan Services, Inc., as the master servicer with respect to all of the Mortgage Loans other than the Desert Passage Loan (the "Master Servicer"), CWCapital Asset Management LLC, as special servicer with respect to all of the Mortgage Loans other than the Desert Passage Loan (the "Special Servicer") and Wells Fargo Bank, N.A. as Trustee and Paying Agent. To the extent not xxxxned herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Trustee makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Trustee under the Pooling and Servicing Agreement. Pursuant to the terms of the Pooling and Servicing Agreement, the Trustee, or the Paying Agent on behalf of the Trustee, will distribute (other than the final distribution on any Certificate), on the tenth day of each month, or if such day is not a Business Day, the Business Day immediately following such day, commencing in July 2006 (each such date, a "Distribution Date") an amount equal to such Person's pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class M Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. During each Interest Accrual Period (as defined below), interest on the Class M Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

  • 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.

  • Additional Closing Date has the meaning set forth in Section 3.

  • IPO Closing Date means the closing date of the IPO.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing 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.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;

  • Deferred Payment Date for a Participant means the date after the Restricted Period in respect of Restricted Share Units which is the earlier of (i) the date which the Participant has elected to defer receipt of the underlying Shares in accordance with Section 4.5 of this Plan; and (ii) the Participant's Separation Date.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Final Scheduled Distribution Date means, with respect to the Class A-1 Notes, the Distribution Date in [_______]; with respect to the Class A-2 Notes, the Distribution Date in [_______]; with respect to the Class A-3 Notes, the Distribution Date in [_______]; with respect to the Class B Notes, the Distribution Date in [_______]; with respect to the Class C Certificates, the Distribution Date in [_______]; and with respect to the Class D Certificates, the Distribution Date in [_______].

  • Last Scheduled Distribution Date The Distribution Date in the month immediately following the month of the latest scheduled maturity date for any of the Mortgage Loans.