Primary Closing definition

Primary Closing means the closing of the purchase and sale of the Securities, excluding the Remaining Merck Securities, pursuant to Section 2.1(a).

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Primary Closing has the meaning set forth in Section 8.1.

Primary Closing shall have the meaning specified in Section 4.1

Examples of Primary Closing in a sentence

• Seller shall have been furnished with a certificate of an officer of Purchaser, dated as of the Primary Closing, certifying to the fulfillment of the foregoing conditions.

• At the Primary Closing, FT and DT shall be provided with a certificate to such effect from Sprint, signed by a duly authorized officer thereof.

• At the Primary Closing, Purchaser and Seller will execute and deliver an Assumption Agreement in substantially the form attached hereto as EXHIBIT B (the "Assumption Agreement") in order to effect the assumption of the Assumed Liabilities by Purchaser.

• All of the representations and warranties by Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Primary Closing.

• If Sellers do not elect to cure such objectionable title and/or survey issues that are not Monetary Defects for any of the Properties transferred at any Closing after the Primary Closing, the Purchaser may refuse to purchase such Properties, but may not terminate this Agreement.

• From and after the Primary Closing, Purchaser shall have the right and authority, at its expense, to collect for its account all items to which it is entitled as provided in this Agreement and to endorse with the name of Seller any checks or drafts received on account of any such items.

• Seller has, and at the Primary Closing will transfer and convey to Purchaser, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens.

• If the Sellers do not elect to cure such objectionable title and/or survey issues that are not Monetary Defects for any of the Properties transferred at the Primary Closing, Purchaser may terminate this Agreement.

• Seller shall have delivered to Purchaser such instruments, consents and approvals of third parties (the form and substance of which shall be reasonably satisfactory to Purchaser) as are necessary to transfer to Purchaser without modification thereof, as of the Primary Closing, the Assets and the Authorizations.

• LodgeWorks does not intend to nor has it committed to establish or enter into any new Benefit Plan, or to modify any Benefit Plan (except to conform any such Benefit Plan to the requirements of any applicable laws) prior to the Primary Closing.

More Definitions of Primary Closing

Primary Closing means the closing of the actions contemplated by this Agreement to take place concurrently with the CP Exchange (which may include the CP Exchange Top Up Purchase if the conditions to the CP Exchange Top Up Purchase have been satisfied or waived by the appropriate parties), as contemplated by this Agreement, held on the date and at the place fixed in accordance with Article I.

Primary Closing means the consummation, in accordance with the terms of this Agreement, of the purchase and sale of the Purchased Assets that are used or held for use with respect to all Stations other than the Great Falls Station.

Primary Closing has the meaning assigned in Section 8.4.

Primary Closing and "PRIMARY CLOSING DATE" shall have the meanings set forth in Section 3.01.

Primary Closing means the Closing with respect to the Primary Assets and Primary Liabilities.