Deferred Closing Assets definition

Deferred Closing Assets means (i) the Transferred Assets located in the Deferred Closing Countries (other than Transferred Intellectual Property, all of which is being transferred at the Closing) and (ii) the TMM Assets.
Sample 1

Examples of Deferred Closing Assets in a sentence

  • There must not be in effect any Order or Orders, whether temporary, preliminary or permanent, issued by any Governmental Authority restraining, enjoining, preventing or prohibiting the consummation of (a) with respect to the Initial Closing, a Substantial Portion of the Contemplated Transactions, and (b) with respect to any Extension Closing, the Deferred Closing Assets subject to such Extension Closing.

  • The Buyer Parties shall have performed and complied in all material respects with all covenants and obligations in this Agreement with respect to each of the Deferred Closing Assets to be acquired at such Extension Closing required to be complied with by the Buyer Parties at or prior to such Extension Closing.

  • Notwithstanding the existence of the Deferred Closing Assets, the portion of the Purchase Price allocable to the Deferred Closing Assets shall be paid on the Closing Date as provided in Section 3.13 of the Purchase Agreement.

  • At the Closing, the Seller Parties will deliver to Purchaser good and valid title to, in each case excluding any Deferred Closing Assets, (i) the Owned Inventory, (ii) the Owned Equipment, (iii) any other tangible Transferred Assets (including the Transferred Real Property) and (iv) their rights under the Real Property Leases they own, free and clear of all Liens except Permitted Encumbrances or Liens created by or through Purchaser or any of its Affiliates.

Related to Deferred Closing Assets

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Qualifying Asset in relation to any Project Financing means:

  • 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.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Sale Assets is defined in Section 5.2(a)(ii).