PSA Closing definition

PSA Closing means the closing of the transactions contemplated by the PSA.

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PSA Closing has the meaning given in Section 2.1(c)(i).

PSA Closing means the closing of the transactions contemplated by the PSA. “Purchase Price” shall have the meaning given to that term in Section 2.1. “Purchased Shares” shall have the meaning given to that term in Section 2.1. “Purchaser” shall have the meaning given to that term in the preamble. “Put Agreement” shall have the meaning given to that term in the recitals. “Request” shall have the meaning given to that term in Section 10.9(a). “Rules” shall have the meaning given to that term in Section 10.9(c). “Securities Act” shall have the meaning given to that term in Section 6.4. “Sellers” shall have the meaning given to that term in the PSA. “Shareholders Agreement” shall have the meaning given to that term in the recitals. “▇▇▇▇” shall have the meaning given to that term in the preamble. “▇▇▇▇ Participation Agreement” shall have the meaning given to that term in the recitals. “Subsidiary” means, with respect to any Person, (i) any corporation of which the outstanding stock having at least a majority of votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or by such Person and a Subsidiary or Subsidiaries of such Person or by a Subsidiary or Subsidiaries of such Person or (ii) any other Person (other than a corporation) of which at least a majority of voting interests under ordinary circumstances shall at the time be owned or Controlled, directly or indirectly, by such Person or by such Person and a Subsidiary or Subsidiaries of such Person or by a Subsidiary or Subsidiaries of such Person. “Toshiba” shall have the meaning given to that term in the preamble.

Examples of PSA Closing in a sentence

• The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Closing and any applicable Other PSA Closing (to the extent occurring on the same date) will be considered to take place simultaneously and (ii) the Closing shall be deemed effective as of the Effective Time.

• In the event any Other PSA Closing is adjourned pursuant to Section 3.4(c), Section 3.6, Article VIII or for any reason, the Closing under this Agreement shall be adjourned for the same period of time.

• Notwithstanding any other provisions of this Agreement, this Article VII shall apply to indemnifications by Seller to Buyer for, and shall be the sole remedy of Buyer in respect of, the losses described in the following sentence relating to Taxes in respect of taxable periods and portions of taxable periods after the Original PSA Closing Date through the Closing Date, and such indemnifications shall not be subject to any limitations described in Section 6.05 hereof.

• Notwithstanding anything to the contrary in this Section 7.04, the Original PSA shall control the responsibility for Taxes for periods and portions of periods through the Original PSA Closing Date.

• Notwithstanding anything to the contrary in this Section 7.04, the 2013 PSA shall control the responsibility for Taxes for periods and portions of periods through the 2013 PSA Closing Date.

• Notwithstanding any other provisions of this Agreement, this Article VII shall apply to indemnifications by Seller to Buyer for, and shall be the sole remedy of Buyer in respect of, the losses described in the following sentence relating to Taxes in respect of taxable periods and portions of taxable periods after the 2013 PSA Closing Date through the Closing Date, and such indemnifications shall not be subject to any limitations described in Section 6.05 hereof.

• Each Other PSA Closing shall be occurring simultaneously with the Closing under this Agreement, except any such Other PSA Closing that does not occur due to the removal of all of the Other PSA Assets to be sold under such Other PSA or the termination of such Other PSA, in each case under circumstances that do not give rise to the termination of this Agreement pursuant to the terms hereof.

• Tax Indemnity for Taxes For Periods After the Original PSA Closing Date Through the Closing Date 21 Section 7.05.

• Tax Refunds for Periods After the Original PSA Closing Date Through the Closing Date 22 Section 7.06.

• The Parties agree that IPALCO shall issue the first Shares Notice under this Agreement to provide for the Initial Closing to occur on the same date as the PSA Closing Date, which Shares Notice shall provide for the capital contribution by Buyer in respect of, and issuance to Buyer of, one hundred (100) IPALCO Shares.

More Definitions of PSA Closing

PSA Closing means the closing of April 18, 2006 of the transactions under the PSA.

PSA Closing means the “Closing” (as such term is defined in the Sponsor Pine Brooke PSA).

PSA Closing means the closing of the transactions contemplated by the PSA. “Participation Agreement” has the meaning set forth in the recitals. “Party” means each of Toshiba, Toshiba US, ▇▇▇▇ Sub, IHI and the Company, and any other Person who becomes a party to this Agreement as amended, supplemented or otherwise modified from time to time. “Permitted Transfer” means (i) a pledge of Shares by ▇▇▇▇ Sub in connection with financing arrangements for the purchase of its Shares (provided, however, that the key terms of such arrangements shall be disclosed to Toshiba in advance and reasonably acceptable to Toshiba), (ii) the Transfer of Shares by ▇▇▇▇ Sub pursuant to the provisions of its Put Agreement, (iii) the Transfer of Shares by IHI pursuant to the provisions of its Put Agreement, and (iv) any Transfer of Shares pursuant to Sections 7.02, 7.04(b), 7.05 or 7.06. “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. “President” has the meaning set forth in Section 3.03(a). “Principal Officer” means each of the President, the Treasurer and the Secretary. “Put Option Agreement” has the meaning set forth in the recitals. “Put Period” means the period commencing on the Closing Date and ending on the date that is thirty days after the receipt by the Shareholders of the consolidated financial statements (prepared in accordance with GAAP) of the Company and UK Acquisition Co. for the period ending September 30, 2012. “Secretary” has the meaning set forth in Section 3.03(a). 5