Pre-Closing Services definition

Pre-Closing Services means (a) any service(s) provided by Seller on or prior to the Closing Date or (b) product(s) delivered by Seller on or prior to the Closing Date, in each case, where Seller has recognized or deferred all associated costs on or prior to the Closing Date, but where Seller was unable to recognize the associated revenue from any such service(s) or product(s) due to the failure to meet the applicable GAAP revenue recognition requirements relating thereto on or prior to the Closing.
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Pre-Closing Services has the meaning set forth in Section 2.7.
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Examples of Pre-Closing Services in a sentence

  • Section 2.7(a) shall be amended by inserting in the first sentence the words “the July Pre-Closing Services Amount Statement,” between the words “to Seller” and “the Working Capital Balance Sheet” and adding the following phrase after “(B)” in the first sentence: “except for the calculation of the portion of the Final Pre-Closing Services Amount recognized and collected during the period beginning immediately after the Effective Time and ending on July 25, 2011,”.

  • Exhibit 6.21: Pre-Closing Services Statement attached hereto as Annex C shall be added as an exhibit to the Agreement.

  • Seller acknowledges that it is familiar with the requirements of Compression as they relate to the Services and that its performance under this Agreement shall not result in any material disruption of or change in such operations, except to the extent that the Pre-Closing Services created such disruptions.

  • Seller agrees that all Services provided pursuant to this Agreement shall be performed in a professional, diligent and timely manner on the same basis and with comparable quality and diligence as was provided to Compression prior to the Closing Date (the "Pre-Closing Services").

  • After the Effective Time, Buyer covenants and agrees to (i) use its commercially reasonable efforts to collect, on or prior to August 31, 2011, all Pre-Closing Service Contracts and all accounts receivable relating to Pre-Closing Services with respect to which a Pre-Closing Service Contract has been entered and (ii) conduct such collection efforts in the Ordinary Course.

  • If after such time the breaching party has failed to cure the breach, the non-breaching party may terminate this Agreement or any Pre-Closing Services or Transition Services hereunder, and upon such termination, all unpaid fees and other charges for services actually provided or costs actually incurred under this Agreement in respect of the terminated Pre-Closing Services and the Transition Services prior to the date of termination shall become immediately due and payable.

  • Supplier shall provide reports to Buyer on a timely basis with respect to the Pre-Closing Services and Post-Closing Services that it prepared on a regular basis prior to the Closing Date.

  • To the extent applicable federal or state law or regulation imposes taxes, charges or fees (including USF) on Seller in connection with providing any Pre-Closing Services or Transition Services hereunder, Seller shall pay such charges to the appropriate authorities as required under applicable law or regulation, and, upon receipt of reasonable documentation in support thereof, Buyer shall reimburse Seller for such taxes, charges or fees as soon as reasonably practicable thereafter.

  • If Sprint or any of its Affiliates receives or collects any funds constituting Pre-Closing Services Receivables, Sprint or such Affiliate shall promptly remit such funds to Shentel.

  • The definition of “August Pre-Closing Services Amount Statement” shall be deleted in its entirety.