Principal Closing Date definition

Principal Closing Date shall have the meaning ascribed thereto in Section 2.1.
Sample 1
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.
Sample 1Sample 2
Principal Closing Date means the first date on which the Borrower has received at least $40,000,000 of gross proceeds from the sale of convertible preferred stock of the Borrower pursuant to the Convertible Preferred Stock Purchase Agreement.
Sample 1

Examples of Principal Closing Date in a sentence

  • Assuming that the conditions to the obligation of Buyer to consummate the purchase and sale of the Equity Interests and Transferred Assets have been satisfied or waived, then at and immediately following the Principal Closing Date and, assuming the accuracy of the representations and warranties set forth in Article III hereof, after giving effect to all parts of the Transactions, Buyer, each Transferred Entity will be Solvent.

  • Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date.

  • From the Principal Closing Date and until the 12 month anniversary thereof, Seller agrees that it shall not, and that it shall cause Synthes and its and Synthes’s respective subsidiaries not to, directly or indirectly, solicit for employment (including in any consulting capacity) in an orthopaedic trauma business any Transferred Employee.

  • 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.

  • During the period from and after the Principal Closing Date until the occurrence of the applicable Deferred Closing, none of the applicable Deferred Business Transferred Assets or Deferred Business Equity Interests shall be transferred to or assumed by Buyer.

  • Buyer hereby confirms that, if the Principal Closing Date occurred on the date hereof, the conditions set forth in Section 5.02(a) of the Asset Purchase Agreement would be satisfied, and Buyer hereby agrees to not take any action prior to the earlier of (a) the Offer Acceptance (as defined below) and (b) the Offer Termination Time (as defined below) that would cause such condition not to be satisfied.

  • 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.

  • Seller hereby confirms that, if the Principal Closing Date occurred on the date hereof, the conditions set forth in Section 5.01(a) of the Asset Purchase Agreement would be satisfied with respect to Sections 3.01, 3.02, 3.06 and 3.15 of the Asset Purchase Agreement, and Seller hereby agrees to not take any action prior to the earlier of (a) the Offer Acceptance and (b) the Offer Termination Time that would cause such condition not to be satisfied hereof.

  • All Fundamental Representations made by Sapphire in Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such Fundamental Representations were made at and as of the such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date).


More Definitions of Principal Closing Date

Principal Closing Date means the Closing Date with respect to the Principal Closing.
Sample 1
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 CFCL pursuant to this Agreement, the term "Threshold Properties" means, collectively, the Properties known as Broward Mall, Dover Mall and Dover Commons, Galleria at White Plains, Northpark Mall and The Esplanade, and "Non-Threshold Properties" means the Partial Properties. CFCL and the Purchaser will conduct a "pre-closing" commencing on the second (2nd) Business Day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement and the proration statements set forth in Section 5.1 for the Principal Closing at least twenty-four (24) hours prior to the Principal Closing Date. As used in this Agreement, the term "Closing" means the conveyance of one or more Properties or Interests to Purchaser 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" with respect to any Property or Interest means the date on which the Closing with respect to that Property or Interest has occurred or is to occur, as the same may be extended by CFCL pursuant to this Agreement.
Sample 1
Principal Closing Date means the date referenced in Article 4.01;
Sample 1
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.
Sample 1

Related to Principal Closing Date

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

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

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

  • 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.

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

  • 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).

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

  • 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.

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

  • 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.

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

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

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

  • 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.

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

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

  • 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;

  • 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.

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

  • 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.

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

  • Additional Closing has the meaning set forth in Section 2.3.