Preliminary Closing Date definition

Preliminary Closing Date means such date as the consideration for this Agreement is transferred to the Escrow Agent pursuant to the terms of Article 3 of the Agreement as amended hereby, which date shall not be later than September 30, 1998. 1.27. "Preliminary Closing" shall mean the transaction at which the consideration provided for by the Agreement will be delivered to the Escrow Agent subject to the terms of the Escrow Agreement. 1.28. "Effective Date" shall be September 1, 1998.
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Preliminary Closing Date has the meaning ascribed thereto in Section 2.2 herein. “Prime Rate” means on any day, the rate of interest per annum then most recently established by SunTrust Bank (a Georgia banking corporation) as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by SunTrust Bank to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and SunTrust Bank may make various business or other loans at rates of interest having no relationship to such rate. If SunTrust Bank ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.
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Preliminary Closing Date shall have the meaning set forth in Section 2.01(b).
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Examples of Preliminary Closing Date in a sentence

  • If a Purchaser does not timely deliver a Dispute Notice, then such Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.

  • If Purchaser does not timely deliver a Dispute Notice, then Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.

  • This Agreement, its Exhibits and Disclosure Schedules and the documents executed on the Preliminary Closing Date and the Final Closing Date in connection herewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

  • The Shareholders and the Company shall have performed and complied with all covenants of this Agreement to be performed or complied with by them at or prior to the Preliminary Closing Date (except where the failure to so perform or comply would not have an adverse effect on Parent or prevent the Shareholders or Parent from consummating the transactions contemplated hereby), and the Shareholders and the Company shall each have delivered to Parent a certificate to that effect.

  • In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”).

  • Subject to the limitations of Section 6.6, the respective representations and warranties of the parties contained in this Agreement shall survive the Preliminary Closing Date and the Final Closing Date, regardless of any investigation made by or on behalf of any party.

  • If Parent shall request that the Company cure such Objections and the Company or the Shareholders have not cured such Objections to Parent's satisfaction by the Preliminary Closing Date, Parent shall have the right to terminate this Agreement in accordance with Section 5.1(a)(2) hereof or enter into negotiations with the Company to lease any real property which is the subject of the Objections.

  • Seller will provide copies and otherwise make available to Buyer and its representatives the work papers and back-up materials used in preparing the Closing Date Balance Sheet and calculating the Preliminary Closing Date Net Working Capital.

  • The Shareholders and the Company shall have received the favorable opinion of Chamberlain, Hrdlicka, White, Willxxxx & Xartxx, xxunsel for Parent and the Merger Sub, dated the Preliminary Closing Date, substantially in the form and to the effect set forth in Exhibit 4.2(i) hereto.

  • SSC is running a ABC process involving a Preliminary Closing Date and a Final Closing Date.


More Definitions of Preliminary Closing Date

Preliminary Closing Date shall be the Business Day (Werktage) following the day on which all of the Closing Conditions (as defined in Section 6.2 below) have been fulfilled or waived or any other day as agreed between the Parties; and
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Preliminary Closing Date means the later of (i) twenty-one days from the date first written above and (ii) the date on which all of the conditions set forth in Article XII except for the condition set forth in Section 12.11 have been satisfied; provided, that for the purpose of clause (ii) any condition requiring that a document or certificate be delivered shall be deemed to be satisfied if the Company provides the Buyer with an executed but undated copy of such document or certificate on the Interim Closing Date and any condition in respect of any action that can only be taken on the Closing Date shall be deemed satisfied if the Company completed as much of such action as is practicable by the Interim Closing Date and has provided reasonable assurance of its ability to complete the required actions as of the Closing Date.
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Related to Preliminary Closing Date

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

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

  • 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.

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

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

  • 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.

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

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

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

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

  • 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.

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

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

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

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

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Closing Date means the date on which the Closing occurs.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

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

  • Preliminary Approval Date means the date on which the Court enters the Preliminary Approval Order.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

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

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.