Delayed Transfer Closing definition

Delayed Transfer Closing means, with respect to any given Delayed Transfer Closing Jurisdiction, the Closing of the Purchase Transaction in such Delayed Transfer Closing Jurisdiction.
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Delayed Transfer Closing shall have the meaning set forth on Schedule D.
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Examples of Delayed Transfer Closing in a sentence

  • The Parties agree to use reasonable best efforts to accomplish each transfer described in this Section 5.5(m) as soon as practicable following the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country) and to cooperate in good faith to make such filings and disclosures and obtain such approvals as may be deemed necessary or advisable in accordance with applicable Law.

  • To the extent permitted by applicable Law, effective as of the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country), an Affiliate of Purchaser shall assume or retain sponsorship of, and shall retain or assume all assets (if any) and Liabilities relating to, the Dedicated Retirement Plans.

  • The Transferred Employees (assuming for purposes of this Section 5.5(k) that all Applicable OUS Conveyed Company SSEs are Transferred Employees) who are active participants (the “Non-U.S. Pension Participants”) in Seller’s Non-U.S. Retirement Plans shall cease to be an active participant or actively accrue benefits under Seller’s Non-U.S. Retirement Plans as of the Closing (or Delayed Transfer Closing, as applicable).

  • Differences in income taxes between SFAS No. 109 and the rate-making treatment of the applicable regulatory commissions are recorded as regulatory assets which totaled $266.6 million and $227.6 million at December 31, 2006 and 2005, respectively.

  • Seller (and each of Seller’s Affiliates, as applicable) shall timely cause the Delayed Restructuring to occur with effect prior to the applicable Delayed Transfer Closing with respect to Vietnam.

  • Seller shall not knowingly discourage any Business Employee from accepting an offer of employment from an Employing Entity, or otherwise transferring to or continuing employment with an Employing Entity or its Affiliates (including, as of the Closing (or, with respect to any Delayed Transfer Jurisdiction, the Delayed Transfer Closing), Buyer and its Subsidiaries).

  • Upon the Closing (or, with respect to a Delayed Transfer Jurisdiction, the Delayed Transfer Closing), all of the right, title and interest of Seller or any Other Seller, (including any risk of loss) in and to all of the Purchased Shares and the Purchased Assets shall pass to Buyer or such Other Buyer and in a manner consistent with the Step Plan Schedule.

  • The Transferred Employees (assuming for purposes of this Section 5.5(k) that all Applicable OUS Conveyed Company SSEs are Transferred Employees) who are active participants (the “Non-U.S. Pension Participants”) in Seller’s Non-U.S. Retirement Plans shall cease to be an active participant or actively accrue 107 benefits under Seller’s Non-U.S. Retirement Plans as of the Closing (or Delayed Transfer Closing, as applicable).

Related to Delayed Transfer Closing

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Transfer Time has the meaning set forth in Section 4.3(a).

  • 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.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Anticipated Closing Date shall have the meaning set forth in Section 1.6(a).

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

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

  • Employee Transfer Date means in respect of any particular Transferring Employee the date on which the part of the Services to which they are assigned transfers from the Previous Contractor to the Contractor;

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

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

  • Service Transfer Date means the date of a Service Transfer;

  • 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.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Subsequent Transfer Date With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

  • IPO Closing Date means the closing date of the IPO.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.

  • Transition Effective Date has the meaning set forth in Section II.D.3.

  • Second Closing Date means the date of the Second Closing.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).