Primary Closing Date definition
Examples of Primary Closing Date in a sentence
LodgeWorks will terminate the employment of any Employees that accept employment with Purchaser, effective as of the Primary Closing Date.
From the Inspection Period End Date until the Primary Closing Date and each subsequent Closing Date, each Selling Party will have performed in all material respects each and every covenant required to be performed by such Selling Party under this Agreement and each of Selling Parties’ representations and warranties set forth in this Agreement will be true and complete as of the applicable Closing Date.
From the Inspection Period End Date until the Primary Closing Date and any subsequent Closing Date, there will be no undisclosed litigation or administrative agency or other governmental proceeding, pending or threatened, against or involving the Assets, which would prevent the sale of the Assets.
LodgeWorks will continue to process and pay all claims for employee benefits to all Employees and the qualified beneficiaries of such Employees under Seller Employee Plans to the extent the services underlying such claims are provided prior to the Primary Closing Date and are covered under the applicable Seller Employee Plans, except to the extent Purchaser receives a credit for such employee benefits.
As of the Primary Closing Date or any subsequent Closing Date, as applicable, the Title Company will have issued or will have irrevocably committed to issue the Title Policies subject only to Permitted Title Exceptions.
Purchaser will assume and perform the Assumed Contracts as of the Primary Closing Date or any subsequent Closing Date, as applicable.
Seller shall, to the extent practicable, repair, rebuild or replace the portion of the Assets damaged, destroyed or lost prior to the Primary Closing Date.
In addition, the Seller Entities shall be liable for the payment of any formulaic incentive bonuses, including monthly, quarterly and semi-annual incentive bonuses, to the Transferred Business Employees with respect to the period commencing on January 1, 2012 and ending on the Primary Closing Date.
The Seller Entities and their respective Affiliates shall be liable for all eligible claims for benefits under the Employee Plans that are welfare plans that are incurred by the Transferred Business Employees on or prior to the Primary Closing Date.
Effective as of the Primary Closing Date, Purchaser shall provide the Transferred Business Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of Purchaser (both by job classification or status and by geographic location).