VirtualSellers Closing Fees definition

VirtualSellers Closing Fees means the portion of the Closing Fees payable to VirtualSellers as indicated in the table contained in Section 1.1(f). The headings used herein and the division of this Agreement into Articles, Sections and Subsections are for convenience of reference only and will not affect the interpretation hereof. The provisions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof and there is no representation, warranty, term or condition, express or implied, relating to the subject matter hereof, except as specifically set forth herein. If any provision of this Agreement is held to be unenforceable, then the remaining provisions will continue in full force and effect. The parties will in good faith negotiate a mutually acceptable and enforceable substitute for the unenforceable provision, which substitute will be as consistent as possible with the original intent of the parties. This Agreement will in all respects be governed exclusively by and construed in accordance with the laws of the State of Illinois and will be treated in all respects as an Illinois contract. This Section will not be construed to affect the rights of a party to enforce a judgment or award outside Illinois, including the right to record and enforce a judgment or award in any other jurisdiction. The parties hereby irrevocably attorn to the jurisdiction of the courts of the State of Illinois, which will have sole, exclusive and original jurisdiction over any dispute with respect to this Agreement. All dollar amounts referred to in this Agreement are in lawful money of the United States.
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Related to VirtualSellers Closing Fees

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • 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.

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

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

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

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

  • 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.

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

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

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

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Seller’s Counsel has the meaning set forth in Section 10.13(a).

  • New Services Queue Closing Date means each April 30 and October 31 shall be the Queue Closing Date for the New Services Queue comprised of Interconnection Requests, Completed Applications, and Upgrade Requests received during the six-month period ending on such date. New York ISO or NYISO: “New York ISO” or “NYISO” shall mean the New York Independent System Operator, Inc. or any successor thereto.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

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

  • Closing Fee has the meaning set forth in Section 2.09(c).

  • Retained Contracts shall have the meaning specified in Section 2.1.6.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

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

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

  • Series Closing Date means the date designated as such in the Series Term Sheet.