Principal Closing definition

Principal Closing is defined in the Master Contribution Agreement.
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Principal Closing means the transfers contemplated by Sections 1.1(a) through 1.1(f) with respect to the Operating Properties and the Service Companies, Atlantic Yards, Bloomfield and Metrotech Associates and the performance by each party hereto of the obligations on its part then to be performed under and in accordance with this Agreement with respect to the Operating Properties, the Service Companies, Atlantic Yards, Bloomfield and Metrotech Associates. The term “Principal Closing Date” means the date on which the Principal Closing occurs, as the same may be extended by Forest City or the BCR Entities pursuant to this Agreement. The parties will conduct a “pre-closing” commencing on the third business day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement for the Principal Closing at least forty-eight (48) hours prior to the Principal Closing Date. As used in this Agreement, the term “Closing” means the transfer of Contributed Interests as contemplated hereby at the Principal Closing or the Deferred Closing, and the performance by each party of the obligations on its part then to be performed under and in accordance with this Agreement, and the term “Closing Date” means the date on which a Closing is to occur as the same may be extended by FCEI or the BCR Entities pursuant to this Agreement.
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Principal Closing shall have the meaning set forth in Section 2.1.
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Examples of Principal Closing in a sentence

  • The date on which the Principal Closing occurs is referred to in this Agreement as the “Principal Closing Date”.

  • BIBD At-Tamwil Berhad will send a Repayment Schedule to the customer that contains information/details such as Approved Principal Amount, Tenure, Profit Rate (APR), Commencement Date, Principal Opening Balance, Profit Charged, Principal Payment, Principal Closing Balance and Due date As hirer, you are obliged to pay the installments on time, inform BIBD At-Tamwil Berhad of any changes to your address and others.

  • FCEI, the Forest City Principals and BCR desire to execute and deliver this Agreement for the purpose of regulating certain aspects of the relationship between the parties commencing as of the Principal Closing.

  • At the Principal Closing or, subject to Section 5.01, Deferred Closing, as applicable, and upon the terms and subject to the conditions of this Agreement, Buyer shall, or shall cause its Affiliates to, assume, timely perform and discharge in accordance with their respective terms all Assumed Liabilities to the extent relating to the Principal Business Transferred Assets or Deferred Business Transferred Assets, as applicable.

  • At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return.

  • To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims.

  • Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date.

  • All covenants and agreements contained in this Agreement that contemplate performance thereof following the Principal Closing or otherwise expressly by their terms shall survive the Principal Closing until fully performed in accordance with their terms.

  • In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by Sellers or Buyer or less than the smallest value for such item claimed by Sellers or Buyer, (ii) may not take oral testimony from the Parties or any other Person and (iii) shall not consider any facts that have occurred after the Principal Closing.

  • The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date.


More Definitions of Principal Closing

Principal Closing means the Closing of the Bill of Sale Transaction and any Intxxxxtional Closing occurring concurrently therewith.
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Principal Closing means the Closing related to the Principal Business Unit.
Sample 1
Principal Closing means the transfer and assignment of the Interests with respect to, and/or the contribution to the Operating Partnership of, each of the Core Properties and at least nine (9) other Properties, the transfer and assignment of the partnership interests in Weston Management to the Operating Partnership and the performance by each party hereto of the obligations on its part then to be performed under and in accordance with this Agreement, and the term "Principal Closing Date" means the date on which the Principal Closing is to occur as provided in the preceding sentences, as the same may be extended by JRI or CBL pursuant to this Agreement. JRI and CBL will conduct a "pre-closing" commencing on the third (3rd) Business Day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement for the Principal Closing at least forty-eight (48) hours prior to the Principal Closing Date. As used in this Agreement, the term "Closing" means the transfer and assignment of the Interests with respect to and/or the contribution of, one or more Properties to the Operating Partnership and the performance by each party of the obligations on its part then to be performed under and in accordance with this Agreement (including, in the case of a transfer of Interests with respect to a Property that is to occur in stages as set forth in Section 2.1(c) hereof, the first stage of such transfer and not any ICOA Option Closing), and the term "Closing Date" means the date on which the Closing with respect to any Property or Properties is to occur as the same may be extended by JRI or CBL pursuant to this Agreement.
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Principal Closing means the conveyance to the
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Related to Principal Closing

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

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

  • Second Closing has the meaning set forth in Section 2.2.

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

  • First Closing has the meaning set forth in Section 2.1(a).

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

  • Final Closing means the last closing under the Private Placement;

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

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

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Original Closing Date shall have the meaning set forth in the Recitals.

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

  • 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.

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

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

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

  • 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.

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

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

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.