RE Closing definition
Examples of RE Closing in a sentence
The provisions of this Section 6.16 shall survive the RE Closing indefinitely and shall not be deemed merged into any of the Closing documents.
At the RE Closing, each Propco shall not have any material assets other than the Company Owned Real Property set forth opposite its name in Section 3.17(a) of the Company Disclosure Letter.
Except as otherwise provided in the Equity Purchase Agreement with respect to an Mountaineer Termination or unless the parties hereafter otherwise agree, the Parties hereby agree that if the RE Closing is to occur, it must be in respect of all Transferred Real Estate Assets, and Acquirors shall not have the right to acquire, and Sellers shall not have the right to require Acquirors to acquire, fewer than all of the Transferred Real Estate Assets.
The covenants and agreements of this Section 4.1 shall survive the RE Closing.
None of the representations, warranties or covenants in this Real Estate Purchase Agreement, the Merger Agreement or in any instrument delivered pursuant to this Real Estate Purchase Agreement or the Merger Agreement shall survive the RE Closing except that this Section 6.7 shall not limit any covenant or agreement of the Parties which by its terms contemplates performance after the RE Closing, which shall survive to the extent expressly provided for herein.
Except as otherwise expressly provided in this Real Estate Purchase Agreement or the Merger Agreement, all fees and Expenses incurred in connection with this Real Estate Purchase Agreement and the Real Estate Purchase shall be paid by the Party who has incurred the same, whether or not the RE Closing is consummated.
Within forty-five (45) days after the RE Closing, Gamma shall provide the Company and the Significant Stockholder with a proposed allocation of the Real Estate Purchase Price (and any other items treated as additional purchase price for U.S. federal income tax purposes pursuant to Section 3.2) among the Company’s assets deemed purchased for U.S. federal income tax purposes, which allocation shall be consistent with the allocation determined pursuant to Section 3.2(b).
The obligation of the Sellers to effect the RE Closing is further conditioned upon satisfaction (or waiver by each Seller) at or prior to the RE Closing of the conditions set forth in Section 6.3 of the Equity Purchase Agreement in accordance with the terms of the Equity Purchase Agreement.
Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company Interests Sale is not consummated following the RE Closing on the date upon which the RE Closing is consummated in accordance with Article I of the Equity Purchase Agreement, the RE Closing shall be and shall be deemed to be void and of no further force or effect.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the U.S. mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by nationally recognized overnight delivery service, or (d) when delivered by E‑mail, addressed as follows: if to Parent or Merger Sub, to: RE Closing Buyer Corp.