JV Closing Date definition

JV Closing Date has the meaning set out in Section 3.2;
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JV Closing Date means (a) if the JV Transfer Requirements have been satisfied prior to the Closing Date, the Closing Date; and (b) if (i) the JV Transfer Requirements have not been satisfied prior to the Closing Date; and (ii) a Delayed JV Closing occurs pursuant to Section 2.01(e) of the Separation Agreement, the Delayed JV Closing Date.
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JV Closing Date means the “Closing Date”, as such term is defined in the Contribution Agreement.
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Examples of JV Closing Date in a sentence

  • Purchaser shall and shall ensure that its Affiliates shall use best efforts to support Seller during its negotiations with the Relevant JV Partners and to actively encourage the Relevant JV Partner to agree with the intended distribution of Cash of the JV Minority Participations to the to the Relevant JV Share Seller and the Relevant JV Partner at the Relevant JV Closing Date.

  • The JV Closing shall take place at such time on the JV Closing Date as shall be agreed by the Parties at the offices in Toronto, Ontario of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, legal counsel to the GF Parties, or such other place as may be agreed by the Parties.

  • Upon payment of such amounts and the satisfaction of all other conditions to the JV Closing set out herein, each of Mineco, Exploreco and ▇▇ ▇▇▇▇▇ shall register, issue and deliver certificates or other instruments representing such loan or shares in accordance with the written directions of the GF Parties to be provided to them not less than two Business Days prior to the JV Closing Date.

  • The due date of the Interim Loan (the “Interim Loan Due Date”) will be the earlier of (i) the JV Closing Date, (ii) the date that is thirty (30) days after written demand for repayment is made by GF Orogen, which demand may be made at any time after six (6) months following the date of the advance of the Interim Loan to ▇▇ ▇▇▇▇▇.

  • Seller has delivered (or, in the case of each New JV Subsidiary, will have delivered as of the JV Closing Date) to Purchaser a true and correct copy of the Organizational Documents of each JV Subsidiary, each as amended to date, and each as so delivered is in full force and effect.

  • Purchaser acknowledges that coverage for the Business and the Acquired Assets under the insurance policies of Seller and its Affiliates will cease as of the JV Closing Date, and that neither Seller nor any of its Affiliates will purchase any “tail” policy or other additional or substitute coverage for the benefit of Purchaser or any of its Affiliates relating to such insurances, the Business or the Acquired Assets applicable in any period after the JV Closing Date.

  • No JV Subsidiary has (or, in the case of each New JV Subsidiary, as of the JV Closing Date it will not have ) any direct or indirect equity ownership interest in any Person, joint venture or other entity.

  • From GPI, a counterpart to a facility fee letter, to be dated the JV Closing Date (the “JV Closing Date Fee Letter”), providing for the payment by GPI of the annual administrative agency fee in an amount equal to the administrative agency fee set forth in the Fee Letter and the agreement by GPI to comply with the flex provisions of the Fee Letter to the extent applicable to the JV Facility Agreement.

  • Notwithstanding the titled “Governing Law” provisions of this Commitment Letter, it is understood and agreed that (x) whether any JV Closing Date Specified Representation described in clause (a)(y)(ii) above has been breached, and whether as a result you have the right to terminate your obligations under the Transaction Agreement or to decline to consummate the Transaction, and (y) whether there shall have been a Parent Material Adverse Effect shall be determined under the laws of the State of Delaware.

  • Each of the representations and warranties in Sections 6.1 and 6.2 of the Assumption Agreement and in Article I of the IP Guarantee shall be true and correct in all material respects, or in all respects if the applicable representation or warranty is qualified by “Material Adverse Effect” or other materiality qualifiers, on and as of the JV Closing Date.


More Definitions of JV Closing Date

JV Closing Date means the date of the IP Contribution, the Gazelle Contribution and the Novation, and “JV Closing” refers to the substantially simultaneous consummation of such transactions on the JV Closing Date.
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JV Closing Date has the meaning ascribed to it in Clause 5.1;
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JV Closing Date shall have the meaning set forth in Section 2.01(b).
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Related to JV Closing Date

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

  • 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.

  • 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.

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