Cosan Closing Warranties means the warranties set out in paragraphs 1, 3, 4.6, 7.1, 7.2, 8.4, 9.1.2, 9.2, 10.1, 10.2, 10.3, 11.2, 15 and 20 of Schedule 9;
Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.
Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;
Second Closing has the meaning set forth in Section 2.2.
Third Closing Date has the meaning set forth in Section 2.2(c).
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Second Closing Date has the meaning set forth in Section 1.3.
Seller’s Closing Documents as defined in Section 3.2(a).
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Subsequent Closing has the meaning set forth in Section 3.2.
First Closing has the meaning set forth in Section 2.1(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).
Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.
Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).