Interim Changes definition

Interim Changes means changes that have occurred between the Agreement Date and the Closing the existence of which result in a failure of the satisfaction of one or more of the Closing Conditions other than the Closing Conditions set forth in Section 7.1 and Section 8.1.
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Examples of Interim Changes in a sentence

  • Buyer shall deliver to Sellers within 45 days after the Closing Date a final allocation of the Purchase Price, which shall reflect the Pre-closing Allocation revised to include the Interim Changes.

  • The Pre-closing Allocation shall be binding and conclusive (with such changes as may be necessary to reflect changes in current assets between the date of the financial statements on which the Pre-closing Allocation was based and the Closing Date (the "Interim Changes")) provided that there is a reasonable basis for such allocation under Section 1060 of the Code and the Treasury Regulations thereunder.

  • If Sellers object to Buyer's proposed allocation, Buyer and Sellers shall use their reasonable best efforts to resolve their differences within 5 days of Buyer's delivery of its proposed allocation with Interim Changes and any resolution reached during such period shall thereafter be binding and conclusive.

  • LSU REPRESENTATIONS AND WARRANTIES 24 Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 Section 10.6 Section 10.7 Section 10.8 Section 10.9 Section 10.10 Section 10.11 Section 10.12 Organization and Standing 24 Authority; No Conflict 24 Employee Benefits 26 Compliance with Legal Requirements 26 Legal Proceedings; Orders 28 Insurance; Malpractice 28 Taxes 29 Contracts and Other Commitments 30 Reimbursement Contracts 31 Cost Reports 31 Interim Changes 32 Full Disclosure 33 ARTICLE XI.

  • Interim Changes to Baseline Cost Either Party may propose a change to the Baseline Cost during the year via email.

  • Buyer shall deliver to Seller within 45 days after the Closing Date a final allocation of the Purchase Price, which shall reflect the Pre-closing Allocation revised to include the Interim Changes (the "Final Allocation").

  • Seller shall not do any act or omit to do any act that ---------- would have a material adverse effect on the Purchased Assets, provided Buyer acknowledges that Seller shall have no control over the Interim Changes.

  • Interim Changes.................................................................

  • At this time, considering the extraordinary downturn in home construction, the parties have determined that additional allocation of funds into this program is not advisable, but the Electric Utilities are urged to be prepared to consider shifting funds in accordance with Section J, Interim Changes in Program Budgets, of the 2009 Core New Hampshire Energy Efficiency Programs Filing should demand return to the building sector.

Related to Interim Changes

  • Accounting Changes refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

  • Conforming Changes means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.05 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

  • Section 502(b)(10) changes means changes that contravene an express permit term or condition. Such changes do not include changes that would violate applicable requirements or contravene federally enforceable permit terms and conditions that are monitoring (including test methods), recordkeeping, reporting, or compliance certification requirements.

  • Service Change has the meaning set forth in Section 2(B) of the Agreement.

  • Program change means any elimination, curtailment, or reorganization of a curriculum offering, program, or school operation or a reorganization or consolidation of two or more individual schools or school districts that is unrelated to financial exigency.