Preliminary Closing Date definition
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.
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”).
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.
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.
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.
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 the Shareholders' Representatives so notify Buyer in writing of the Shareholders' objection to one or more items set forth in the Preliminary Closing Date Adjustment Schedules, Buyer and the Shareholders' Representatives shall, within 30 days following such notice (the "Resolution Period"), attempt to resolve their differences with respect to any disputed amounts and any resolution by them as to any disputed amounts shall be in writing and shall be final, binding and conclusive.
If the Parties are unable to resolve all objections to Seller’s calculation of the Preliminary Closing Date Net Working Capital within 10 Business Days after Seller receives Buyer’s statement of objections, then the Parties will select a mutually acceptable, nationally-recognized accounting firm (which may not be the auditors of either Party) to resolve any remaining objections.
If the Parties are unable to resolve all objections to Seller’s calculation of the Preliminary Closing Date Capital Expenditures within 10 Business Days after Seller receives Buyer’s statement of objections, then the Parties will select a mutually acceptable, nationally-recognized accounting firm (which may not be the auditors of either Party) to resolve any remaining objections.