Pre-Closing Covenant Breach definition

Pre-Closing Covenant Breach shall have the meaning provided in Section 14.1.
Sample 1

Examples of Pre-Closing Covenant Breach in a sentence

  • The covenants and obligations of the parties hereto contained herein or in any Related Agreement or in any document delivered at the Closing shall survive the Closing, except that no claim regarding a breach of any covenant or obligation contained herein occurring prior to the Closing (a "Pre-Closing Covenant Breach") shall be first asserted after one (1) year following the Closing Date.

Related to Pre-Closing Covenant Breach

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Non-Breaching Party has the meaning set forth in Section 12.2.1.

  • 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.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Seller Default has the meaning set forth in Section 11.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • 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.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing shall have the meaning set forth in Section 2.3.8.