Pre-Closing Covenant definition

Pre-Closing Covenant means any covenant or agreement on the part of any Party hereto that is required to be performed in its entirely on or prior to the Closing Date.

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Pre-Closing Covenant has the meaning set forth in Section 8.1.

Pre-Closing Covenant shall have the meaning set forth in Section 10.1(a).

Examples of Pre-Closing Covenant in a sentence

The applicable period of such survival set forth in this Section subsequent to Closing is referred to as the “Survival Period.” Any claims as to a breach or default of a representation, warranty, covenant or agreement (including a Pre-Closing Covenant) under Section 11.2 or Section 11.3 must be asserted in writing with reasonable particularity by the party making such claim within the applicable Survival Period.
All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in Article VIII which are subject to Article VIII) shall survive the Closing and shall terminate and expire upon performance; provided, that the right to make a claim for indemnity pursuant to Sections 11.02(b) or 11.03(b) with respect to any breach or non-fulfillment of any Specified Pre-Closing Covenant shall terminate and expire on the first anniversary of the Closing Date.
Except in the event of fraud, wilful or intentional breach or non-performance of any particular Pre-Closing Covenant, each of the Pre-Closing Covenants shall survive the Closing Date until eighteen (18) months from the Closing Date.
Section 4.20(a) Seller Pre-Closing Covenant ....................................................................................
In the event of a breach by Seller of any of Seller’s obligations that survive termination or Closing, or if ▇▇▇▇▇ first discovers after Closing, that a Seller’s Representation or Pre-Closing Covenant was materially breached, and Buyer has been damaged as a result, Buyer shall have all rights and remedies available at law or equity.

More Definitions of Pre-Closing Covenant

Pre-Closing Covenant refers to a covenant to the extent applicable to a period prior to the Closing.

Pre-Closing Covenant has the meaning set forth in Section 15.5.

Pre-Closing Covenant has the meaning given such term in Section 10.1.

Pre-Closing Covenant means the covenants and agreements contained in ▇▇▇▇▇▇▇ ▇.▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇) and, solely as it relates to the other subsections listed in this definition, (s).

Pre-Closing Covenant shall have the meaning ascribed in Section 12.4(c).

Pre-Closing Covenant means a covenant or other agreement set forth in this Agreement that by its nature is required to be performed by or prior to the Closing. “Pre-Closing Tax Period” means any taxable period (or portion thereof) ending on or before the Closing Date. “Preferred Shares” has the meaning assigned for such term in the Recitals hereto. “Purchaser” has the meaning assigned for such term in the Recitals hereto. “Purchaser Cure Period” has the meaning assigned for such term in Section 4.2(d) hereof. “Purchaser Documents” has the meaning assigned for such term in Section 7.2 hereof. “Purchaser Indemnified Parties” means Purchaser, Merger Sub, the Surviving Corporation, and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns. “Purchaser Plans” has the meaning assigned for such term in Section 8.11(b)(ii) hereof. “Real Property Lease” has the meaning assigned for such term in Section 5.10(a) hereof.

Pre-Closing Covenant means any covenant of the Company or the Selling Stockholders, on the one hand, and the Parent, on the other hand, contained in Articles 4 and 5 of this Agreement that must be complied with during the Pre-Closing Period; provided, however, that the term Pre-Closing Covenant shall not include the covenants contained in Section 4.4.