Effective Closing Date Clause Samples
The Effective Closing Date clause defines the specific date on which the final transfer of rights, obligations, or ownership between parties becomes legally binding and effective. In practice, this clause typically specifies a calendar date or a method for determining the date, such as upon satisfaction of certain conditions or regulatory approvals. Its core function is to provide certainty and clarity regarding when the parties’ responsibilities and benefits under the agreement commence, thereby reducing ambiguity and potential disputes about the timing of contractual obligations.
Effective Closing Date. The effective closing date of this Agreement shall be September 30, 2001.
Effective Closing Date. Notwithstanding the Closing Date, June 1, 1997 at 12:01 a.m. shall be the Effective Closing Date, as of which date and time the prorations and adjustments provided for herein shall be made.
Effective Closing Date. (a) Notwithstanding anything else in this Agreement, if the Closing shall occur on or before January 7, 1997 (the "Cutoff Date"), then for purposes of determining the Total Consideration and all adjustments thereto in accordance with Section 3.1 hereof (but for no other purposes) the Closing Date shall be deemed to occur as of December 31, 1996 (the "Effective Closing Date"), and the Estimated Closing Statement and the Final Closing Statement shall each be prepared as of 11:59 p.m. on the Effective Closing Date; provided that:
(1) notwithstanding the use of the Effective Closing Date for purposes of determining the Total Consideration and adjustments thereto as provided for herein (i) any costs or expenses of the Company or the Stockholders for which the Company is liable incurred in connection with the transactions contemplated by this Merger Agreement that have not been paid by the actual Closing Date shall be taken into account for purposes of computing the Total Consideration and all adjustments thereto irrespective of the Effective Closing Date or the actual Closing Date; and (ii) those certain proposed payments to employees described on Exhibit A hereto shall be taken into account for purposes of computing the Total Consideration and all adjustments thereto irrespective of the Effective Closing Date or the actual Closing Date;
(2) for purposes of computing the Working Capital and/or for purposes of computing Total Consideration, the parties agree as follows, notwithstanding any other provision of the Merger Agreement:
(i) no amount resulting from any potential tax deduction in respect of the proposed payments to employees described on Exhibit A shall be taken into account;
(ii) the sum of $2,638,000 shall be used in respect of computing capital expenditures under Section 6.3 of the Merger Agreement to be added to Total Consideration;
(iii) no adjustment to Working Capital will be made in respect of any potential tax benefit of interest paid in 1996 on certain paid-in-kind notes of the Company or its subsidiaries;
(iv) no adjustment will be made in respect of two adjustments recorded by the Company (or its subsidiaries) on their books and records in respect of a writedown of broadcast film rights ($882,000) or liabilities to ▇▇▇▇ ▇▇▇▇▇▇▇▇ ($147,000);
(v) cash resulting from the sale of certain real estate described on Exhibit B in the amount of $316,175 shall not be taken into account;
(vi) certain automobiles described on Exhibit C have been sold to ...
Effective Closing Date. Notwithstanding the foregoing, the consummation of the transactions contemplated by this Agreement for financial reporting purposes shall be deemed to have taken place at 12:01 a.m. Eastern Standard Time on February 15, 2006.