Final Closing Transferred Assets definition

Final Closing Transferred Assets means those Transferred Assets primarily related to, or primarily used or primarily held for use in connection with, the portion of the Business conducted in the Final Closing Territory.
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Examples of Final Closing Transferred Assets in a sentence

  • The Buyer and the Sellers shall have mutually agreed that the operating condition and average age of the trucks, trailers and forklifts included in the Final Closing Transferred Assets are reasonably consistent with the operating condition and average age of such trucks, trailers and forklifts as of the date of this Agreement.

  • The Buyer and the Sellers shall have mutually agreed that the operating condition and average age of the vending equipment included in the Final Closing Transferred Assets are reasonably acceptable.

  • The Buyer and the Sellers shall have mutually agreed that the operating condition and average age of the trucks, trailers, tractors and forklifts used in the handling of manufactured products included in the Final Closing Transferred Assets are reasonably acceptable.

  • Not more than ten (10) days prior to the applicable Closing, the Sellers will, by written notice in accordance with the terms of this Agreement, amend or supplement any one (1) or more of the Sections of the Disclosure Schedule made pursuant to Section 2.01(a) to update the description of the Initial Closing Transferred Assets or the Final Closing Transferred Assets, as applicable.

  • Notwithstanding the foregoing, (i) following the Initial Closing, the foregoing restrictions in this Section 5.04 shall not apply to the use by the Buyer of any documents or information included in the Initial Closing Transferred Assets acquired by the Buyer hereunder, and (ii) following the Final Closing, the foregoing restrictions in this Section 5.04 shall not apply to the use by the Buyer of any documents or information included in the Final Closing Transferred Assets acquired by the Buyer hereunder.

  • Not more than ten (10) days prior to the applicable Closing, the Sellers will, by written notice in accordance with the terms of this Agreement, amend or supplement any one (1) or more of the Sections of the Disclosure Schedule made pursuant to Section 2.01(a) to update the description of the Initial Closing Transferred Assets, the Interim Closing Transferred Assets or the Final Closing Transferred Assets, as applicable.

Related to Final Closing Transferred Assets

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

  • Final Closing means the last closing under the Private Placement;

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

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Second Closing has the meaning set forth in Section 2.2.

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

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

  • 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.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Original Closing Date means March 21, 2013.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

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

  • 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 Closing has the meaning set forth in Section 2.1(a).

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

  • 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.

  • 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.

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

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Acquired Assets has the meaning set forth in Section 2.1.

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