Pre-Closing Agreement definition

Pre-Closing Agreement means any agreement, arrangement or understanding entered into on or before the Closing to make a payment or take any other action which is subject to the disallowance provisions of Section 280G(a) of the Code other than any agreement, arrangement or understanding entered into with the Company, the Company Subsidiary or any Affiliate of the Company or the Company Subsidiary when such Person is controlled by the Buyer or any Affiliate of the Buyer.

Pre-Closing Agreement means that certain Voting Agreement by and among Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx X. Xxxxx and Parent.

Pre-Closing Agreement. The Pre-Closing Acknowledgement and Authorization, dated March 1, 2013, made by the Borrower in favor of the Lender, together with any amendment thereto.

Examples of Pre-Closing Agreement in a sentence

• CWBC shall deliver to CVCY a fully-executed Employee Pre-Closing Agreement for each Applicable CWBC Employee.

• Pursuant to a Pre-Closing Property Access Agreement of even date herewith ("Pre-Closing Agreement") between Auxilium and Neose, Neose has agreed to permit Auxilium to enter the Property and to commence making certain alterations and improvements thereto prior to the date of Closing.

• Other than the Pre-Closing Agreement and the Voting Agreement, there are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of the Company’s equity interests.

• CFH shall be granted reimbursement by Towers for the amount of reasonable legal fees, accounting, travel, and related expenses actually incurred by CFH (or on its behalf) since October 1, 1993 in undertaking its due diligence of Towers' assets and liabilities and preparing and/or negotiating the Interim Agreement, Pre-Closing Agreement, Contribution Agreement and the Partnership Agreement, up to $300,000 (subject to review and approval by the Bankruptcy Court as to reasonableness but not entitlement).

• Notice that if the parties areunable to reach agreement as to an acceptable form of Pre-Closing Agreement either party may cancel the transaction.

• The Rider contains a deadline (default deadline is 10 days) within which to negotiate, prepare and deliver a mutually agreeable Pre-Closing Agreement .

• It is suggested that the buyer and seller be given a short period of time (e.g., 10 days) within which to reach an agreement on an acceptable form of Pre-Closing Agreement.

• This Agreement, together with the Pre-Closing Agreement and the Confidentiality and Nondisclosure Agreement dated March 1, 2006, as amended by the Pre-Closing Agreement, constitutes the entire agreement, and supersedes the letter agreement dated July 26, 2006, between the parties relating to the subject matter hereof, and may be amended only by written agreement of the parties.

• Some basic terms of the Pre-Closing Agreement are included in the Rider but other terms and provisions need to be negotiated.

• This provision will be included in both the U.S. Software License Agreement and the International Software License Agreement and will be part of a Pre-Closing Agreement.