Second Closing Assets definition

Second Closing Assets means all of Seller’s right, title, and interest in and to the following, but excluding, reserving and excepting the Excluded Assets:
Sample 1
Second Closing Assets means the Assets except for the First Closing Assets. “Second Closing Date” is defined in Section 2.6.
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Second Closing Assets means the Software Products and Tools comprising a part of the Assets as identified in Schedule 1.01(a)(i) as the "Second Closing Assets" together with the Intellectual Property related to such Software Products and Tools and the Second Closing Transferred Agreements identified on Schedule 1.01(a)(ii)(B).
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Examples of Second Closing Assets in a sentence

  • Contract ASSET PURCHASE AGREEMENT Dated as of February 12, 2009 among PROTEIN TRANSACTION, LLC, a wholly-owned subsidiary of MERCK & CO., INC., INSMED INCORPORATED and MERCK & CO., INC., TABLE OF CONTENTS Page Number ARTICLE I PURCHASE PRICE AND CLOSING 1 Section 1.1Sale and Purchase of the Purchased Assets 1 Section 1.2First Closing Assets and Second Closing Assets 3 Section 1.3Excluded Assets 3 Section 1.4Assumption of Liabilities 4 Section 1.5Retained Liabilities.

  • Seller shall make the Second Closing Assets Records available for pick up by Purchaser at a mutually agreeable time promptly after the Second Closing at the locations and in the format currently maintained by Seller.

  • Seller shall deliver to Purchaser: (i) duly executed and acknowledged releases in recordable form of all mortgages, deeds of trust, and security agreements created by Seller that encumber the Second Closing Assets; and (ii) releases of any related financing statements.

  • The Transactions do not constitute a fraudulent conveyance, or otherwise give rise to any right of any creditor of the Seller whatsoever to any of the First Closing Assets after the First Closing or the Second Closing Assets after the Second Closing.

  • Acquired Assets” means all of Seller’s right, title, and interest in and to (a) the First Closing Assets and (b) in the event that the Second Closing occurs, the Second Closing Assets.

  • Clark’s 17 intercollegiate varsity teams compete in the National Collegiate Athletic Association (NCAA, Division III) and in the Eastern College Athletic Conference (ECAC).

  • For the avoidance of doubt, the Defect Adjustment shall be determined by taking into account Environmental Defects related to both the First Closing Assets and Second Closing Assets on a cumulative basis.

  • For the avoidance of doubt, this Section 6.7 shall not apply to Title Defects or Environmental Defects alleged with respect to the Second Closing Assets and neither Seller nor Purchaser shall have any termination right with respect to such alleged Title Defects or Environmental Defects.

  • Purchaser shall be entitled to a downward adjustment to (i) the First Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the First Closing Assets and (ii) the Second Closing Base Purchase Price by the Defect Adjustment, if any, with respect to the Second Closing Assets.

  • Except as set forth in Section 5.3(b) below, (i) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the First Closing Assets will survive for a period of 18 months after the First Closing; and (ii) the representations and warranties (and related indemnification rights and obligations) as they relate to the sale and purchase of the Second Closing Assets will survive for a period of 18 months after the Second Closing.


More Definitions of Second Closing Assets

Second Closing Assets means (a) all Electrolyzer Assets, (b) all Contracts relating to the Electrolyzer Assets (including the Nel Assignment and Assumption Agreements), (c) all rights of Xxxxxx and its Affiliates to services, warranties, and indemnification in respect of such Electrolyzer Assets and (d) all records relating to the foregoing; provided, that neither the Nel Contract nor the [*] shall constitute a Second Closing Asset.
Sample 1
Second Closing Assets means those assets described on Exhibit 5.19, as such Exhibit may be supplemented, amended or updated pursuant to Section 5.19(c).
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Second Closing Assets means the Assets except for the First Closing Assets.
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Second Closing Assets shall have the meaning set out in Section 5.5;
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Second Closing Assets shall have the meaning given to such term in Section 2. l(b) of his Purchase and Sale Agreement.
Sample 1
Second Closing Assets. As defined in Section 2.1 of this Agreement.
Sample 1

Related to Second Closing Assets

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

  • Second Closing Date means the date of the Second Closing.

  • 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.

  • 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.

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

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing means the last closing under the Private Placement;

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

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

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

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

  • 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.

  • 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.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

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

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.

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

  • 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.

  • Closing has the meaning set forth in Section 2.2.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

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