Pre-Closing Transfers definition

Pre-Closing Transfers has the meaning set forth in the Recitals.
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Pre-Closing Transfers means (a) the transfer and assignment to, and assumption by Contributor and the Midstream Entities of, effective as of the Closing, the assets and liabilities set forth on the Pre-Closing Transfer Schedule and (b) the termination of certain intercompany agreements between Marketing LLC and Escambia Asset Co. LLC, as set forth on the Pre-Closing Transfer Schedule.
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Pre-Closing Transfers has the meaning set forth in Section 5.16.
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Examples of Pre-Closing Transfers in a sentence

  • To the extent that any Transfer Taxes are imposed with respect to the Transactions or the transfer of the Equity Consideration Shares pursuant to the Transactions, such Transfer Taxes shall be borne 50% by Purchaser and 50% by Seller; provided, however, that any Transfer Taxes imposed with respect to the Pre-Closing Transfers described in Section 6.18 or the Internal Reorganizations and Divestitures described in Section 6.20 shall be borne 100% by Seller.

  • Subject to Section 5.3, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and execute and deliver such documents and other papers, as may be required or reasonably requested to consummate or give effect to the Transactions, including the Pre-Closing Transfers.

  • If the company is wound up, its constitution states that each Member is required to contribute a maximum of $20 towards meeting its outstanding obligations.

  • Seller did not transfer any assets to the Company for the purpose of defrauding any creditor of Seller or any of its Affiliates, nor to the Knowledge of Seller, did the Pre-Closing Transfers constitute a fraudulent conveyance under any Law or give rise to any bona fide claim in any material respect against Seller or any of its Affiliates.

  • A well known example is the suggestion to measure the suppression of J/ψ production in heavy-ion collision as a smoking-gun signature of the creation E-mails:lansberg@tphys.uni-heidelberg.de, andry.rakotozafindrabe@cea.fr, blaschke@ift.uni.wroc.pl, pierre.artoisenet@uclouvain.be, J.Cugnon@ulg.ac.be, dde@cern.ch, Aafke.Kraan@cern.ch, fabio.maltoni@uclouvain.be,prorok@ift.uni.wroc.pl,satz@physik.uni-bielefeld.deof the quark gluon plasma (QGP) [5].


More Definitions of Pre-Closing Transfers

Pre-Closing Transfers shall have the meaning set forth in Section 2.2(b).
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Pre-Closing Transfers shall have the meaning given to such term in the Tax Matters Agreement and Section 1.01 of this Agreement.
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Pre-Closing Transfers means the transfers referred to in Sections 7.5, 7.6 and 7.7.
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Pre-Closing Transfers as defined in Section 6.4 herein.
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Pre-Closing Transfers. : means (i) the exercise of the option contemplated by the Amended and Restated Common Stock Purchase Agreement, dated May 10, 2019, by and among Shon Holyfield, Shahab Emrani, Northwest Cloud Co., LLC and the Company and the Amended and Restated Common Unit Purchase Agreement, dated May 10, 2019, by and among Northwest Cloud Co., LLC, TTCG, Holyfield Holdings, LLC, and Emrani Holdings, LLC,
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Pre-Closing Transfers shall have the meaning set forth in the introductory paragraphs of this Agreement.
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Pre-Closing Transfers has the meaning set forth in Section 7.14.
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