Examples of Principal Closing Date in a sentence
Assuming that the conditions to the obligation of Buyer to consummate the purchase and sale of the Equity Interests and Transferred Assets have been satisfied or waived, then at and immediately following the Principal Closing Date and, assuming the accuracy of the representations and warranties set forth in Article III hereof, after giving effect to all parts of the Transactions, Buyer, each Transferred Entity will be Solvent.
From the Principal Closing Date and until the 12 month anniversary thereof, Seller agrees that it shall not, and that it shall cause Synthes and its and Synthes’s respective subsidiaries not to, directly or indirectly, solicit for employment (including in any consulting capacity) in an orthopaedic trauma business any Transferred Employee.
The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date.
Starting from 50a (0.30 g, 0.9 mmol) and 52i (0.3 g, 1.08 mmol) and following the procedure described for 8, compound 27 was obtained as a white solid (0.147 g, 46%).
To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims.
The qualifications, ro les, and responsibilities of the program supervisor, site director and any other key project staff, subcontractors, or consultants who will be working on tasks related to this RFA.
However, within 20 days of the expected Principal Closing Date, Buyer shall deliver to Seller a schedule of expected withholding amounts with written explanations for each.
For a period of two years after the Principal Closing Date, Seller shall keep confidential, and shall cause its Affiliates to keep confidential, the Confidential Information, except (a) as permitted by this Agreement, (b) as required by Law or (c) as necessary to defend or prosecute any indemnification claim or any litigation or dispute.
Other than the Pre-Closing Actions, there are no other actions that are material and required to separate the Business (other than the California Business) from the Seller Business on or prior to the Principal Closing Date.
Each Successor Distributor Agreement shall be assignable to USI or another applicable Acquiring Entity effective as of the Principal Closing Date and shall be assigned at the Closing and be an Assumed Contract hereunder (subject to the proviso set forth in the definition of "Assumed Contract" in Section 1.1).