Principal Closing definition

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 is defined in the Master Contribution 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

  • After the Principal Closing Date, the General Partner shall establish a committee of Limited Partners of the Partnership (the “Limited Partner Committee”) having at least three members appointed by the General Partner, provided that at least three Limited Partners are willing to provide a representative who will serve on the Limited Partner Committee.

  • The General Partner may from time to time distribute any Distributable Cash and/or Distributable Securities related to commitments made to Portfolio Investments prior to the Principal Closing Date to the Limited Partners admitted to the Partnership prior to the Principal Closing Date in accordance with, and as specified in, any Side Letter (as defined in Section 9.14(d)) between the General Partner and such Limited Partners.

  • Notwithstanding the foregoing, if Non-Cash Compensation is not disposed of for cash by the eighth anniversary of the Principal Closing Date, it shall reduce the Management Fee at that time at a value determined in accordance with the valuation principles set out herein in Section 7.4(d), net of any taxes and acquisition and other transaction expenses that would have been paid or payable had such compensation been disposed of for cash at such time.

  • In respect of commitments made by the Partnership to Portfolio Investments after the Principal Closing Date, unless otherwise agreed to by the Limited Partner Committee (or, if there is no Limited Partner Committee, the Majority Consent of the Limited Partners and subject to Section 3.2(g)), the General Partner shall reduce the Management Fee by the value of any Direct Placement Fees that are earned by such Affiliate and retained by such Affiliate for such investments.

  • As of and/or after the Principal Closing Date, the Partnership may rebalance the Capital Contributions of the Limited Partners so that each Limited Partner has contributed the same percentage of its Capital Commitment to the Partnership (without regard to any distributions made in accordance with Section 7.5).

  • In connection therewith, the Partnership may require one or more Limited Partners admitted prior to the Principal Closing Date to make additional Capital Contributions to the Partnership and such Capital Contributions (or any portion thereof) may be retained by the Partnership.

  • From and after the Principal Closing Date until the Expiration Date, the Partnership shall pay the Manager, so long as the Management Agreement is in effect, or the General Partner, if the Management Agreement with the Manager has been terminated in accordance with the terms thereof, a management fee (the "Management Fee") in an amount equal to 2.5% per annum of Net Capital Commitments.

  • Notwithstanding the foregoing, if Non-Cash Compensation is not disposed of for cash by the eighth anniversary of the Principal Closing Date, it shall reduce the Management Fee at that time at a value determined in accordance with the valuation principles set out in Section 7.4(d) of the Partnership Agreement, net of any taxes and acquisition and other transaction expenses that would have been paid or payable had such compensation been disposed of for cash at such time.

  • In respect of commitments made by the Partnership to Portfolio Investments after the Principal Closing Date, unless otherwise agreed to by the Limited Partner Committee (or, if there is no Limited Partner Committee, the Majority Consent of the Limited Partners and subject to Section 3.2(g)), the Management Fee shall be reduced by the value of any Direct Placement Fees that are earned and retained by such Person.

  • On the Principal Closing Date and at each closing thereafter, the General Partner shall, or shall cause its Affiliates to, make a Capital Commitment to the Partnership in an amount such that upon completion of such closing the Capital Commitment of the General Partner or its Affiliates represents at least 1% of the aggregate Capital Commitments of all the Partners.


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 conveyance to the
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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 Closing related to the Principal Business Unit.
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Related to Principal Closing

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

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

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

  • 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 2.3.

  • 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.