The Transferred JV Interests and the Delayed JV Closing Assets shall not be transferred to a Transferred Subsidiary at or prior to the time of the Distribution unless subsequently transferred to a Parent Entity at a closing pursuant to Section 2.01(e)(iii) (a “Delayed JV Closing”, and the date of a Delayed JV Closing, the “Delayed JV Closing Date”).
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.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
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;
Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.
Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.
Sale Assets is defined in Section 5.2(a)(ii).
Subject Assets is defined in Section 2.2(c).
Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.
Second Closing Date means the date of the Second Closing.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Assumed Final Distribution Date The Distribution Date in July 2036.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Acquisition Closing Date means the date on which the Acquisition is consummated.
Purchased Assets has the meaning set forth in Section 2.1.
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.
Series Closing Date means the date designated as such in the Series Term Sheet.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.