Subsequent Closing Assumed Liabilities definition

Subsequent Closing Assumed Liabilities has the meaning set forth in Section 2.2(c).
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Subsequent Closing Assumed Liabilities has the meaning set forth in Section 2.3(b). “Subsequent Closing Loans” means the Loans set forth on Exhibit 1.1(d)(i) as of the date of this Agreement and reflected on Exhibit 1.1(d)(iii) as of the Subsequent Closing Date by mutual agreement of the parties (the aggregate Net Book Value of which shall not exceed $130 million). “Subsequent Closing Purchase Price” has the meaning set forth in Section 2.4(c). “Survival Period” has the meaning set forth in Section 12.1(a). “Tax Claim” has the meaning set forth in Section 11.1(f). “Tax Returns” means any report, return, declaration, statement, claim for refund, information return or statement relating to Taxes or other information or document required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto, and including any amendment thereof. “Taxes” means all taxes, including income, gross receipts, excise, real and personal and intangible property, sales, use, transfer (including transfer gains taxes), withholding, license, payroll, recording, ad valorem and franchise taxes, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, whether disputed or not and
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Subsequent Closing Assumed Liabilities means, with respect to any Subsequent Closing, the Assumed Liabilities related to any Subsequent Closing Property or Asset being transferred to Buyer at such Subsequent Closing.
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Examples of Subsequent Closing Assumed Liabilities in a sentence

  • Capital One acknowledges and agrees that, without prejudice to Section 5.4(a), Synovus is transferring the Subsequent Closing Acquired Assets and Subsequent Closing Assumed Liabilities to Capital One without recourse to Synovus and without any representations or warranties, express or implied, of Synovus with respect thereto other than the representations and warranties of Synovus expressly set forth in this Agreement or any Purchase Agreement to which Synovus is a party.

  • In part, the difference is accounted for by the resistance to the dismantling of the vertically integrated, monopolistic public water utilities, owned by State and Local Government agencies.

  • Synovus is transferring the Subsequent Closing Acquired Assets and Subsequent Closing Assumed Liabilities to Capital One without recourse to Synovus and without any representations or warranties, express or implied, of Synovus with respect thereto other than the representations and warranties of Synovus expressly set forth in the Framework Agreement.

  • In the event Seller elects to effect the Subsequent Closing contemplated by Section 2.3(a), at the Subsequent Closing, in consideration for the purchase of the Subsequent Closing Assets, Purchaser will assume the Subsequent Closing Assumed Liabilities and will pay to Purchaser an amount in U.S. dollars equal to the Subsequent Closing Purchase Price.

  • In addition, Buyer will assume and discharge only those liabilities of Seller relating to the Assets acquired at and as of each Subsequent Closing and which arise after such Subsequent Closing (the "Subsequent Closing Assumed Liabilities" and with the First Closing Assumed Liabilities, the "Assumed Liabilities").

Related to Subsequent Closing Assumed Liabilities

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Second Closing has the meaning set forth in Section 2.2.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Scheduled Closing Date Has the meaning specified in the NPA.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

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

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).