Preliminary Closing definition

Preliminary Closing shall have the meaning given that term in Section 2.1(a).
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Preliminary Closing means the transaction at which the consideration provided for by the Agreement will be delivered to the Escrow Agent subject to the terms of the Escrow Agreement. 1.28. "Effective Date" shall be September 1, 1998.
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Preliminary Closing. Date Balance Sheet (as hereinafter defined); (ii) "Positive Working Capital Balance" shall mean the amount, if any, by which the Final Working Capital Amount (as hereinafter defined) shall exceed the Preliminary Working Capital Amount; (iii) "Negative Working Capital Balance" shall mean the amount, if any, by which the Preliminary Working Capital Amount shall exceed the Final Working Capital Amount; (iv) "Final Working Capital Amount" shall mean an amount equal to the current assets of the Sellers, less the Assumed Obligations which are reflected as liabilities of Sellers, each as set forth on the Final Closing Date Balance Sheet (as hereinafter defined); and (v) "Closing Payment" shall mean an amount equal to Twenty Four Million Two Hundred Thousand Dollars ($24,200,000.00).
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Examples of Preliminary Closing in a sentence

  • The Preliminary Closing Balance Sheet shall be audited by Ernst & Young, LLP in accordance with GAAP.

  • Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above.

  • The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within ten (10) days following the date of the Final Closing Statement.

  • To the extent that Prepaid Expenses have been accrued and not paid by Seller or prepaid by customers prior to the Closing Date, they shall appear as a Liability on the Preliminary Closing Statement and the Final Closing Statement.

  • Within ninety (90) days following the Closing, representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, and together with the initial and the updated Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to be included in the Closing Statements, and any necessary payment shall be made to the other in cash within five (5) days after completion of such Final Closing Statement.

  • Based on each of the party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the parties at the Closing (the "Closing Statement").

  • The components of the Purchase Price shall be set forth on the Preliminary Closing Statement.

  • This Agreement, its Exhibits and Disclosure Schedules and the documents executed on the Preliminary Closing Date and the Final Closing Date in connection herewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

  • Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the parties at the Closing (the “Closing Statement”).

  • The Shareholders and the Company shall have performed and complied with all covenants of this Agreement to be performed or complied with by them at or prior to the Preliminary Closing Date (except where the failure to so perform or comply would not have an adverse effect on Parent or prevent the Shareholders or Parent from consummating the transactions contemplated hereby), and the Shareholders and the Company shall each have delivered to Parent a certificate to that effect.


More Definitions of Preliminary Closing

Preliminary Closing means the transaction at which the consideration provided for by the Agreement will be delivered to the Escrow Agent subject to the terms of the Escrow Agreement.
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Preliminary Closing. NWC has the meaning set forth in Section 4.3.1.
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Preliminary Closing is defined in Section 1.9. "Property" is defined in Recital A and further defined in Section 2.2. "Purchase Price" is defined in Article 3. "Representing Party" is defined in Section 16.2. "Sale" is defined in Section 1.6. "Seller" shall mean Reynen & Bardis (KMS Placer), L.P., a California lixxxxx parxxxxxxip. "Seller Indemnified Parties" is defined in Section 17.1. "Seller Nonrecourse Party, Seller Nonrecourse Parties" are defined in Section 17.3. "Seller's Certificate" is defined in Section 9.1.(v). "Termination Demand" is defined in Section 5.3. "Title Company" is defined in Article 7. "Title Documents" is defined in Section 8.1.1. "Title Policy" is defined in Article 7. "Title Report" is defined in Section 8.1.1(i). "Visual Map" shall mean the cross-hatched area attached as Exhibit F.
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Preliminary Closing. STATEMENT"-- as defined in Section 2.2.2.
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Preliminary Closing means the preliminary delivery on March 31, 2006, by the Seller of the fully-executed Seller Deliverables to counsel to the Purchaser, and by the Purchaser of the fully-executed Purchaser Deliverables to counsel to the Seller, at the location of the Closing, which documents will be held in escrow by such respective counsel unless and until delivered to the Seller or the Purchaser, as applicable, in accordance with Section 2.04.
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Related to Preliminary Closing

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • Preliminary Approval Date means the date on which the Court enters the Preliminary Approval Order.

  • Preliminary Approval Order means the order, substantially in the form attached hereto as Exhibit A, to be entered by the Court preliminarily approving the Settlement and directing that notice of the Settlement be provided to the Settlement Class.

  • 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.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

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

  • Second Closing Date means the date of the Second Closing.

  • 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.

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Prospectus Date means the date of the final prospectus filed with the Commission and relating to the Company’s initial public offering.

  • Preliminary assessment means the first phase in the process of identifying areas of concern and determining whether contaminants are or were present at a site or have migrated or are migrating from a site, and shall include the initial search for and evaluation of, existing site specific operational and environmental information, both current and historic, to determine if further investigation concerning the documented, alleged, suspected or latent discharge of any contaminant is required. The evaluation of historic information shall be conducted from 1932 to the present, except that the department may require the search for and evaluation of additional information relating to ownership and use of the site prior to 1932 if such information is available through diligent inquiry of the public records.

  • Preliminary Approval means the Court’s Order Granting Preliminary Approval of the Settlement.

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

  • Additional Closing Date has the meaning set forth in Section 3.

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

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Preliminary Report means the communication used for the prompt dissemination of data obtained during the early stages of the investigation;

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

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

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

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • 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.