Closing Agreement. The Company shall have received a closing agreement (the “Closing Agreement”) from the IRS in form and substance substantially similar to the form attached hereto as Exhibit G or in a form reasonably satisfactory to Xxxxx & Xxxxxxxxx LLP in its capacity as tax counsel to the Fund.
Closing Agreement. 3.8(k) Closing Date................................................ 1.2 Code........................................................
Closing Agreement. The Company, Buyer, CPI, Parent, CPI Merger Sub and Company Merger Sub shall have executed and delivered, each to the other, the Closing Agreement as contemplated by Section 8.12(a).
Closing Agreement. At Ameriprise's request, at Ameriprise's sole cost and expense, AXP will cooperate in good faith in an effort to enter into a closing agreement with the IRS of the type described in Treasury Regulations Section 1.1503-2(g)(2)(iv)(B)(2), to the effect that Dual Consolidated Losses will not be recaptured as a result of the Distribution. ARTICLE VII
Closing Agreement. EACH LENDER AND EACH OTHER PERSON PARTY HERETO FROM TIME TO TIME (OTHER THAN THE CREDIT PARITIES) HEREBY (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE AGENT ON ITS BEHALF TO ENTER INTO THE INTERCREDITOR AGREEMENT AS SECOND LIEN AGENT (AS DEFINED THEREIN) AND ON BEHALF OF SUCH LENDER. AGENT IS AUTHORIZED TO EXECUTE AND DELIVER THE POST-CLOSING AGREEMENT, AND EACH LENDER BY MAKING OR PURCHASING AN INTEREST IN THE TERM LOAN C AT ANY TIME SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY SUCH AGREEMENT.
Closing Agreement. To the extent that amounts held in the ----------------- suspense account maintained in accordance with the terms of the Closing Agreement on Final Determination Covering Specific Matters entered into by Waban Inc. and the Trustees of the Waban Savings Trusts and the Internal Revenue Service (the "Closing Agreement") would have been distributed to BJI or allocated to accounts which have been transferred to the BJI Savings Plan in accordance with the terms of this Section 2.6 if they were still maintained in the Waban Savings Trust, then an appropriate amount agreed to by Trustees of The Waban Savings Trust and The BJI Savings Trust will be transferred to BJI or the BJI Savings Trusts and allocated thereunder, to the extent consistent with the Closing Agreement. Any loan by Waban to the Waban Savings Trusts made in accordance with the Closing Agreement shall not be affected by the Distribution and shall not be assumed, in whole or in part, by BJI.
Closing Agreement. 7.2(h) Closing Agreement Payments...........................................................................6.11
Closing Agreement. “Closing Agreement” is defined in Section 2.15(c) of the Agreement.
Closing Agreement. The Closing Agreement by and among the REIT, the Borrower, the Agent and the Lenders.
Closing Agreement. With respect to any dual consolidated losses within the meaning of Code Section 1503(d) which would otherwise be required to be taken into account by the Xxxxxx Group (as defined in the Tax Allocation Agreement) pursuant to Section 3.5 of the Tax Allocation Agreement ("Xxxxxx DCLs"), at the request of Xxxxxx, Xxxxxx and GM shall, to the extent required to avoid the recapture of any Xxxxxx DCL pursuant to Treasury Regulation (S) 1.1503-2(g)(2), jointly request a closing agreement with the Internal Revenue Service, pursuant to Rev. Proc. 2000-42, 2000-43 I.R.B. 394, or any successor Revenue Procedure or other law pertaining to closing agreements under Treasury Regulation (S) 1.1503-2(g)(2)(iv)(B)(2)(i) then in effect. Xxxxxx and GM shall use their respective reasonable best efforts to obtain such a closing agreement after submitting such request.
