No later than 5:00 p.m. Eastern Time on the third (3rd) business day prior to the Closing Date, (a) Seller shall deposit with Escrow Agent the Seller Deliveries (as defined in Section 6 herein), and (b) Buyer shall deposit with Escrow Agent the Buyer Deliveries (as defined in Section 6 herein).
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Company Deliverables has the meaning set forth in Section 2.2(a).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Seller’s Closing Documents as defined in Section 3.2(a).
Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.
Buyer Initial s/ PL Purchase Agreement for Tractor Supply-Maryville, TN Buyer shall be allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Seller has no obligation to spend any funds or make any effort to satisfy Buyer's objections, if any. Pending satisfaction of Buyer's objections, the payments hereunder required shall be postponed, but upon satisfaction of Buyer's objections and within ten (10) days after written notice of satisfaction of Buyer's objections to the Buyer, the parties shall perform this Agreement according to its terms.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
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.
Buyer Documents has the meaning set forth in Section 5.2.
Buyer has the meaning set forth in the preamble.
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.
Put Closing shall have the meaning set forth in Section 2.3.8.
Buyer’s Representatives has the meaning set forth in Section 6.02.
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.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.
Real Property Deliverables means each of the following agreements, instruments and other documents in respect of each Facility (to the extent requested by the Collateral Agent and relevant to the applicable jurisdiction):
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Buyer Representatives shall have the meaning set forth in Section 6.4(a).
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Seller Consents has the meaning set forth in Section 3.03.