Prior to the Closing definition

Prior to the Closing. If to the Company to: MediaOne TWE Holdings, Inc. c/o AT&T Corp. 295 North Maple Avenue Baskixx Xxxxx, Xxx Xxxxxx 00000 Xxxx: Xxxxxxxxx Fax: (908) 953-8360 After the Clxxxxx: Time Warner Cable Inc. 290 Harbor Drive Stamford, Cxxxxxxxxxx 00000 Xxxxx xx xxx xxxxxxxxxxxx of the AT&T With a copy to: Comcast Merger: AT&T Corp. 295 North Maple Avenue Baskixx Xxxxx, Xxx Xxxxxx 00000 Xxxxxxxxx: Xxxxxxxxx Xxxxxtary Fax: (908) 953-8360 With a copy xx: Wachtell, Lipton, Rosen & Katz 51 West 52nd Stxxxx New York, Xxx Xxxx 00000 Xxxxxxxxx: Xxxxxx X. Xxrwitz Fax: (000) 000-0000 Following Coxxxxxxxxxx xx the AT&T Comcast Merger: AT&T Comcast Corporation 1500 Market Street Philadelpxxx, Xxxxxxxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxxx Fax: (215) 981-7794 With a copy xx: Davis Polk & Wardwell 450 Lexxxxxxx Xxenux New Yorx, Xxx Xxxx 00000 Attention: Dennis S. Hersch Xxxxxxx X. Xaylor Fax: (000) 000-0000 If to Holdco to: Warner Commuxxxxxxxxx Xxx. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New Yorx, XX 00000 Xxxx: Xxxxxxxxx Xxxx Xxxxident and General Counsel Fax: (212) 258-3172 With a copy xx: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenxx xx xhe Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxx: Xxxxxx X. Xxxxxxx, Esq. Fax: 000-000-0000 or such other address or facsimile number as such partx xxxxxx xxx hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any party may, by notice to the other party, change the address to which such notices are to be given.
Prior to the Closing. Seller hereby covenants the following:

Examples of Prior to the Closing in a sentence

  • Prior to the Closing, the Parties agree to authorize all necessary documents, in good faith, in order to record the transaction under the conditions required by the recorder, title company, lender, or any other public or private entity.

  • Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

  • Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

  • Prior to the Closing Time, requests for clarification of the Specifications, Drawings, or other Tender Documents may be answered in writing by the City and sent to all prospective Tenderers who have submitted a Response Notification Form on or before the indicated deadline.

  • Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require.

  • Prior to the Closing Date, the Company will furnish the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.

  • Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination.

  • Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser, or to any assignee, transferee or designee of the Purchaser for examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination.

  • Prior to the Closing, the Registration Statement, as supplemented or amended, shall have been declared effective by the SEC.

  • Prior to the Closing Date, each party shall conduct its business in the normal course and shall not sell, pledge or assign any assets without the prior written approval of the other party, except in the normal course of business.

Related to Prior to the Closing

  • Acquiror has the meaning specified in the Preamble hereto.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

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

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

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Sellers has the meaning set forth in the preamble.

  • Newco has the meaning set forth in the first paragraph of this Agreement.

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

  • Buyer has the meaning set forth in the preamble.

  • 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.

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

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

  • Effective Time has the meaning set forth in Section 2.2.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

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

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

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

  • CEC means the California Energy Commission or its successor agency.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

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

  • First Effective Time has the meaning specified in Section 2.02.

  • ESI means any and all computer data or electronic recorded media of any kind, including “Native Files”, that are stored in any medium from which it can be retrieved and examined, either directly or after translation into a reasonably useable form. ESI may include information and/or documentation stored in various software programs such as: Email, Outlook, Word, Excel, Access, Publisher, PowerPoint, Adobe Acrobat, SQL databases, or any other software or electronic communication programs or databases that the CONSULTANT may use in the performance of its operations. ESI may be located on network servers, backup tapes, smart phones, thumb drives, CDs, DVDs, floppy disks, work computers, cell phones, laptops or any other electronic device that CONSULTANT uses in the performance of its Work or SERVICES hereunder, including any personal devices used by the CONSULTANT or any sub-consultant at home. “Native files” are a subset of ESI and refer to the electronic format of the application in which such ESI is normally created, viewed, and /or modified. The CONSULTANT shall include this section XX “Records Maintenance” in every subcontract it enters into in relation to this AGREEMENT and bind the sub-consultant to its terms, unless expressly agreed to otherwise in writing by the AGENCY prior to the execution of such subcontract. In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the “Execution Date” box on page one (1) of this AGREEMENT. Signature Date Signature Date Any modification, change, or reformation of this AGREEMENT shall require approval as to form by the Office of the Attorney General. Project No. Exhibit B DBE Participation Exhibit C Preparation and Delivery of Electronic Engineering and Other Data‌ In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following:

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • WCA means the Workers Compensation Act (British Columbia) and the regulations thereunder.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • ECC means the amount calculated by Contractor for the total cost of all elements of the Work based on this Agreement available at the time(s) that the ECC is prepared. The ECC shall be based on current market rates with reasonable allowance for overhead, profit and price escalation and shall include and consider, without limitation, all alternates and contingencies, designed and specified by A/E and the cost of labor and materials necessary for installation of Owner furnished equipment. The ECC shall include all the cost elements included in the AACC, as defined above, and shall represent Contractor’s best current estimate of the Guaranteed Maximum Price it will propose for the Project based on the information then available. The ECC shall not include Contractor’s Pre-Construction Phase Fee, A/E’s Fees, the cost of the land and rights-of-way, or any other costs that are the direct responsibility of Owner.