Pre-Closing VIF Amount definition

Pre-Closing VIF Amount means the average of Milliman’s calculation of the VIF and Seller’s calculation of the VIF, as set forth on such party’s Interim VIF Report for the month preceding the month in which the Closing Date occurs, or such other amount as Buyer and Seller may mutually agree; provided that if either Buyer or Seller fails to timely deliver an Interim VIF Report in the month preceding the month in which the Closing Date occurs, and fails to cure such breach within two (2) Business Days after receipt of notice of such breach from the other party, the “Pre-Closing VIF Amount” shall be equal to the VIF as set forth in the Interim VIF Report of the other party that does timely deliver its Interim VIF Report.
Sample 1

Related to Pre-Closing VIF Amount

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

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

  • 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.

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Initial Closing Price means the RI Closing Value of a Reference Item on the Strike Date

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

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

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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