PRIOR TO THE CLOSING definition

PRIOR TO THE CLOSING. Seller hereby covenants the following: A. Conduct of Corporation's Business Until Closing: Except as purchaser may otherwise consent In writing prior to the closing date, Seller will not enter into any transactions, take any action or fail to take any action which would result in, or could be reasonably expected to result in or cause, any of the representations and warranties of Seller contained in this Agreement, to be not true on the Closing Date.
Sample 1
PRIOR TO THE CLOSING. If to the Company to: MediaOne TWE Holdings, Inc. c/o AT&T Corp. 295 North Maple Avenue Baskixx Xxxxx, Xxx Xxxxxx 00000 Xxxx: Xxxxxxxxx Fax: (908) 953-8360 After the Clxxxxx: Time Warner Cable Inc. 290 Harbor Drive Stamford, Cxxxxxxxxxx 00000 Xxxxx xx xxx xxxxxxxxxxxx of the AT&T With a copy to: Comcast Merger: AT&T Corp. 295 North Maple Avenue Baskixx Xxxxx, Xxx Xxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xxxxxtary Fax: (908) 953-8360 With a copy xx: Wachtell, Lipton, Rosen & Katz 51 West 52nd Stxxxx New York, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxx X. Xxrwitz Fax: (000) 000-0000 Following Coxxxxxxxxxx xx the AT&T Comcast Merger: AT&T Comcast Corporation 1500 Market Street Philadelpxxx, Xxxxxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Fax: (215) 981-7794 With a copy xx: Davis Polk & Wardwell 450 Lexxxxxxx Xxenux New Yorx, Xxx Xxxx 00000 Attention: Dennis S. Hersch Xxxxxxx X. Xaylor Fax: (000) 000-0000 If to Holdco to: Warner Commuxxxxxxxxx Xxx. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New Yorx, XX 00000 Xxxx: Xxxxxxxxx Xxxx Xxxxident and General Counsel Fax: (212) 258-3172 With a copy xx: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenxx xx xhe Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxxx X. Xxxxxxx, Esq. Fax: 000-000-0000 or such other address or facsimile number as such partx xxxxxx xxx hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any party may, by notice to the other party, change the address to which such notices are to be given.
Sample 1

Examples of PRIOR TO THE CLOSING in a sentence

  • THIS TRAINING MUST BE COMPLETED PRIOR TO THE CLOSING DATE OF THIS SOLICITATION.

  • ANY EXHIBITOR WHO BREAKS DOWN PRIOR TO THE CLOSING OF THE EXPO WILL BE FINED $500 FOR SAFETY VIOLATIONS.

  • THE MORTGAGE LOAN SCHEDULE, AS IT MAY BE AMENDED FROM TIME TO TIME ON OR PRIOR TO THE CLOSING DATE, SHALL CONFORM TO THE REQUIREMENTS OF THIS AGREEMENT AND THE POOLING AND SERVICING AGREEMENT.

  • AN OFFICER'S CERTIFICATE OF PURCHASER, DATED AS OF THE CLOSING DATE, WITH THE RESOLUTIONS OF PURCHASER AUTHORIZING THE TRANSACTIONS DESCRIBED HEREIN ATTACHED THERETO, TOGETHER WITH CERTIFIED COPIES OF THE CHARTER, BY-LAWS AND CERTIFICATE OF GOOD STANDING OF PURCHASER DATED NOT EARLIER THAN 30 DAYS PRIOR TO THE CLOSING DATE.

  • NOTICE TO BUYER: CONSULT YOUR INSURANCE AGENT PRIOR TO THE CLOSING DATE DUE TO THE UNIQUE REQUIREMENTS OF THIS TYPE OF PROPERTY.

  • BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES.

  • BUYER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE CLOSING, BUYER SHALL NOT HAVE ANY RIGHT, TITLE OR INTEREST IN AND TO THE PROPERTY OR ANY PORTION THEREOF UNLESS AND UNTIL BUYER HAS ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AN ACTION SEEKING SUCH REMEDY.

  • PRIOR TO THE CLOSING, THE PARTIES WILL HAVE AVAILABLE TO THEM ALL REMEDIES AVAILABLE UNDER LAW, INCLUDING SPECIFIC PERFORMANCE OR OTHER EQUITABLE REMEDIES.

  • A CERTIFICATE OF EXISTENCE FOR SELLER FROM THE SECRETARY OF STATE OF NEW YORK DATED NOT EARLIER THAN 30 DAYS PRIOR TO THE CLOSING DATE.

  • SELLER IS REQUIRED BY LAW TO FURNISH TO BUYER NOT LATER THAN FIFTEEN (15) DAYS PRIOR TO THE CLOSING CERTAIN INFORMATION CONCERNING THE CONDOMINIUM WHICH IS DESCRIBED IN ss.11-135 OF THE MARYLAND CONDOMINIUM ACT.

Related to PRIOR TO THE CLOSING

  • Acquiror has the meaning set forth in the Preamble.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Sellers has the meaning set forth in the preamble.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

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

  • Buyer has the meaning set forth in the preamble.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.

  • Effective Time has the meaning set forth in Section 2.2.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Selling Parties shall have the meaning specified in the preamble.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • CEC means the California Energy Commission or its successor agency.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • First Effective Time has the meaning specified in Section 2.02.

  • ESI means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. Signature Date Signature Date Project No.

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

  • WCA means the Workers Compensation Act (British Columbia) and the regulations thereunder.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).