Pre-Closing Engagements definition

Pre-Closing Engagements has the meaning set forth in Section 11.19.
Pre-Closing Engagements is defined in Section 12.12(a).
Pre-Closing Engagements shall have the meaning set forth in Section 11.17(a). “Proceeding” shall mean any claim, demand, charge, complaint, action, litigation, arbitration, mediation, alternative dispute resolution procedure, suit, proceeding, hearing, audit or investigation of any nature of any Person or Governmental Entity or any inquiry or examination of any nature of a Governmental Entity. “Purchase Price” shall have the meaning set forth in Section 2.1(a). “Real Property Agreements” means all reciprocal easement and operating agreements, agreements supplemental thereto, the Acquired Company’s or Asset Seller’s interests as landlord under any leases or subleases, rights of first refusal or first offer, subordination, non-disturbance and attornment agreements, and other agreements that run with the land and in each case are appurtenant to the Acquired Real Property and other documents, instruments or agreements that relate to the occupancy or operation of the Acquired Real Property. “Recovery Costs” shall have the meaning set forth in Section 5.5. “Reference Date” shall have the meaning set forth in Section 3.1(f). “Registered IP” means all Intellectual Property that is registered, filed or issued under the authority of, with or by any Governmental Entity, including all registered Patents, registered Copyrights, registered Trademarks, domain names, and all filed applications for any of the foregoing. “Release” means any spill, emission, discharge, leaking, pumping, injection, dumping, disposal, discharge, or leaching into the environment. “Retained Benefit Plan” means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Policies” shall have the meaning set forth in Section 5.5. “Retained Policy Claims” shall have the meaning set forth in Section 5.5. “Schedules” shall mean the disclosure schedules delivered by Vectron to Buyer immediately prior to the execution and delivery of this Agreement and which form a part of this Agreement. “Seller Fundamental Matters” shall have the meaning set forth in Section 9.1(b).

Examples of Pre-Closing Engagements in a sentence

  • Only the Clients shall be considered clients of Sellers’ Counsel in the Pre-Closing Engagements.

  • Only the Clients shall be considered clients of Counsel for purposes of the Pre-Closing Engagements.

  • The Buyer Parties and their respective Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Sellers’ Counsel relating to the Pre-Closing Engagements.

  • Several permit prosecution for transporting individuals for the purpose of prostitution even where coercion may not be present.

  • An expulsion will run for the duration stated in the written decision or until the School Board or Superintendent restores the student's permission to attend school as provided in School District policy.

  • The Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing Engagements.

  • Only the Clients will be considered clients of Sellers’ Counsel in the Pre-Closing Engagements.

  • Payment of interest is scheduled on a quarterly basis and payment of principal is scheduled in installments, every 6 months starting from 6 months after first principal drawdown.

  • No Party and its Affiliates will have access to any such Privileged Communications of the other Party, or to the files of Counsel relating to the Pre-Closing Engagements of the other Party.

  • Buyer and its Affiliates (including, after the Closing, the Acquired Companies) shall not have access to any such communications, or to the files of Counsel relating to the Pre-Closing Engagements.


More Definitions of Pre-Closing Engagements

Pre-Closing Engagements means the engagement of investment bankers, brokers or finders by the Company or any of its Subsidiaries during the Interim Period pursuant to which such investment bankers, brokers or finders, as applicable, are entitled to receive any commission, brokerage fee, finder’s fee or other similar compensation from the Company or any of its Subsidiaries in connection with the consummation of the transactions contemplated by this Agreement; provided, that such commission, brokerage fee, finder’s fee or similar compensation shall be included as a Transaction Cost or paid as a Delayed Financial Advisors Fee.

Related to Pre-Closing Engagements

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

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

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

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • 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.

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

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

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

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • 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.

  • Company Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by the Company under this Agreement or in connection herewith.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Closings means the First Closing and the Second Closing.

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

  • 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).