Prior to Closing definition

Prior to Closing the County shall not waive, release, amend or modify the Deed Restriction, without the Developer’s prior written consent, which may be withheld in Developer’s sole and absolute discretion.
Sample 1
Prior to Closing no Party hereto shall issue, or cause to be made or issued, any announcement or written statement concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other Party, except as required under applicable Governmental Regulation or the terms of any agreement, undertaking or listing requirement of any exchange (including, without limitation, the NASDAQ National Market). Each of Sellers and Purchaser shall maintain the confidentiality of information relating to the consideration paid under this Agreement and the Real Estate Purchase Agreement except to the extent disclosure is (i) necessary to prepare relevant tax returns or (ii) required under applicable Governmental Regulation or the terms of any agreement, undertaking or listing requirement of any exchange (including, without limitation, the NASDAQ National Market) on which a Party or its Related Person's securities are listed. After Closing, Sellers shall maintain the confidentiality of any such proprietary information relating to the Company and not, directly or indirectly, disclose or permit the disclosure of any such information except as may be required by applicable Governmental Regulation, or make use of or permit the use of such information, for their own benefit or the benefit of others. Effective as of the Closing Date, Sellers shall, to the extent possible, assign to Purchaser all of their rights under any confidentiality or nondisclosure agreements executed by third parties in connection with the proposed sale by Sellers of the Shares.
Sample 1
Prior to Closing. FDC shall cause a vote of its shareholders to be held to consider whether to approve any "parachute payments" within the meaning of Section 280G of the Code which are to be made at Closing in connection with the Merger. If the holders of greater than seventy-five percent (75%) of the voting power of all outstanding stock of FDC approve the right of the proposed recipients of "parachute payments" to receive such payments, then FDC shall so certify in writing to Acquiror no later than five (5) Business Days prior to Closing (such certification, the "Shareholder Vote Certification").
Sample 1

Examples of Prior to Closing in a sentence

  • Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment.

  • Prior to Closing the Purchaser covenants and agrees not to offer, list or advertise for sale, lease or transfer the Property, nor to sell, lease, assign or transfer the Purchaser’s interest under this Agreement.

  • Prior to Closing, if such amendment, modification, change or revision materially adversely affects Purchaser’s use and enjoyment of the Unit, Purchaser may terminate this Agreement within three (3) days after receiving a copy of such amended, modified, changed or revised documents or materials, whereupon the Xxxxxxx Money Deposit paid by Purchaser shall be refunded by Seller and the parties hereto shall have no rights or liabilities hereunder.

  • Prior to Closing, Xxxxx shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment.

  • Prior to Closing, a duly-noticed public hearing shall be held approximately forty five (45) days after the execution of this Agreement.

  • Prior to Closing, the City hereby grants to the Buyer a revocable license to enter upon the Property upon reasonable request for purposes of inspecting and examining the property.

  • Prior to Closing 344 Date, Seller will provide Buyer with any written documentation that all open and expired building permits 345 identified by Buyer or known to Seller have been closed out and that Seller has obtained and closed required 346 building permits for improvements to the Property.

  • Prior to Closing, Seller shall provide the City possession of an abstract of title or title insurance policy showing marketable title of the Seller to the real estate described in this agreement.

  • Prior to Closing, Buyer may assign its rights and obligations under this Agreement in its discretion.

  • Prior to Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the Proceedings without Buyer’s prior written consent.


More Definitions of Prior to Closing

Prior to Closing. Traffic Tech shall conduct its business in its usual and ordinary manner, and shall not enter into any transaction other than in the usual and ordinary course of such business except as provided. Without limiting the generality of the above, Traffic Tech shall not, except as otherwise consented to in writing by CalbaTech or as otherwise provided in this Agreement:
Sample 1

Related to Prior to Closing

  • Sellers has the meaning set forth in the preamble.

  • Buyer has the meaning set forth in the preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Selling Parties shall have the meaning specified in the preamble.

  • Seller has the meaning set forth in the Preamble.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Buyers has the meaning set forth in the preamble.

  • The Owner/Company/BPCL means the Bharat Petroleum Corporation Limited, incorporated in India having its registered office at 4 & 6, Currimbhoy Road, Ballard Estate, Mumbai - 400 038 or their successors or assigns

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Acquiror has the meaning specified in the Preamble hereto.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.