Closing Party definition
Examples of Closing Party in a sentence
After the Closing, Party A shall enjoy and bear all the debts and credits generated by the operation and management of the Target Company.
In order to effectuate the transactions contemplated pursuant to this Agreement and the contemplated business activities of the Company, prior to Closing, Party B and/or Party B Group will provide the Company with a License according to the License Agreement attached hereto as Exhibit 12.2.1 (the “License Agreement”), which also includes certain additional undertakings by Party B and Party B Group and certain other provisions.
The Parties agree that upon the Closing, Party A shall, subject to Article 1.4 hereof, issue the amount of common shares as set forth in Schedule II hereof (which shall amount to 49.99% of the Surviving Company's total issued and outstanding shares immediately after the Closing) of Party A to DNP, which is Party B’s sole shareholder, as the consideration for the Merger (the "Merger Consideration").
Immediately after the Closing, Party A will hold 100% of the issued and outstanding equity of Target Company on a fully diluted basis.
At the time of the Closing, Party B shall deliver to Party A a photocopy, bearing the Company’s official seal, of the document evidencing that the change in the registration of the Company has been made with the Registration Authority, and make the original available.
LICENSEE further recognizes and acknowledges that the Trademarks have acquired secondary meaning in the mind of the public.
At the time of the Closing, Party B shall deliver into the possession of Party A a photocopy, bearing the Company’s official seal, of the document evidencing that the change in the registration of the Company has been carried out with the Registration Authority, and provide the original.
Within three (3) years after the Closing, Party B shall not transfer or dispose any equity of the Target Company, including but not limited to direct or indirect transfer, donation, pledge, setting deposit or purchase right without prior written consent of Party A.
A party who proceeds to Closing with knowledge that one or more of its conditions precedent to Closing have not occurred (“Closing Party”) waives any and all such conditions precedent to Closing which have not occurred, and corresponding indemnity claims otherwise allowed under Article VIII, unless written notice of the condition which has not occurred is given by the Closing Party to the other party prior to Closing asserting the non-waiver of the condition (“Notice of Non-Waiver”).
At the Closing, Party A shall deliver to Party B a deed conveying good and marketable title to the Property to Party B (the "Deed"), and Party B shall deliver the balance of the Purchase Price to Party A.