Pre-Closing definition

Pre-Closing shall have the meaning set forth in Section 10.1.
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Pre-Closing has the meaning set forth in Section 4.
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Pre-Closing shall have the meaning set forth in Section 2.2.
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Examples of Pre-Closing in a sentence

  • In the event any excise, sales, use, stamp, transfer, documentary, filing, recordation, value added or other similar Taxes or fees will be incurred as a result of or with respect to the consummation of the transactions contemplated hereby (excluding, for the avoidance of doubt, any such Taxes incurred as a result of the Pre-Closing Reorganization) (collectively, “Transfer Taxes”), Buyer will be responsible for one hundred percent (100%) of such Transfer Taxes.

  • Except as would not, individually or in the aggregate, be material to the Company Group (taken as a whole), the assets and properties of the Company Group, excluding the Seller Retained Assets, are sufficient to carry on the Business as conducted as of the Execution Date, and the transfer of the Seller Retained Assets pursuant to the Pre-Closing Reorganization will not impair the sufficiency of such assets and properties immediately after Closing.

  • Any Tax refunds, credits or offsets against Tax of any member of the Company Group for a Pre-Closing Tax Period (excluding any such refunds, credits or offsets that were included as a current asset in the final calculation of Closing Working Capital or that result from the application of Tax attributes after Closing), shall be for the account of Seller.

  • Subject to Section 10.5, Buyer shall cooperate fully, as and to the extent reasonably requested by Seller, in connection with the filing of Tax Returns in respect of a Pre-Closing Tax Period of any member of the Company Group.

  • The Pre-Closing Reorganization shall have been completed in a manner consistent in all material respects with the descriptions and steps set out in the Reorganization Summary, subject to any Permitted Amendments.


More Definitions of Pre-Closing

Pre-Closing has the meaning given to that term in Section 9.01 of this Agreement.
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Pre-Closing means the execution and delivery of documents in Escrow prior to the actual Closing Date as set forth in Section E.8 of this Purchase Agreement. "PRE‐CLOSING DATE" means the date selected by Seller, in Seller’s sole discretion, requiring Pre‐Closing.
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Pre-Closing has the meaning set forth in Section 2.01(b).
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Pre-Closing shall have the meaning set forth in Section 5.7(a) hereof.
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Pre-Closing shall occur upon the reception of the Purchase Price from the Buyer to the Company.
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Pre-Closing. Borrower must provide an ▇▇▇▇▇ Form 25 showing Banc of California as a certificate holder.
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Pre-Closing shall have the meaning set forth in Section 10.1. “Pre-Closing Date” shall be the date on which the Pre-Closing occurs.
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