closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
City Attorney means the City Attorney of the City or any person designated by the City Attorney to perform one or more of the duties of the City Attorney under this Agreement.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Seller’s Counsel has the meaning set forth in Section 10.13(a).
Participating attorney means an attorney who is authorized to participate in the title guaranty program, who is in full compliance with the attorney’s participation agreement, the Code of Iowa, these rules, the manual, staff supplements, and any other written or oral instructions or requirements given by the division, and who is not subject to current disciplinary proceedings by the Iowa supreme court that preclude the attorney from practicing law in this state.
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.
County Attorney means the County Attorney of the County of Suffolk.
Seller Representative means Xxxxx Bank.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Sellers’ Representative has the meaning set forth in the Preamble.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Law firm means both of the following:
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
District attorney means any of the following:
Final Closing Statement has the meaning set forth in Section 2.5(d).
Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.
Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.