Asset Closing Date definition

Asset Closing Date means the date on which the sale and purchase of the Target Assets takes place, or in other words, the date on which the Target Assets are transferred to XJK and the registration of such transfer is completed in accordance with the procedures required by Applicable Laws.
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Asset Closing Date has the meaning set out in Section 12.1(d);
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Examples of Asset Closing Date in a sentence

  • After the Asset Closing Date, each party hereto agrees to execute and deliver or cause to be executed and delivered any other and further documents, instruments or agreements, as may be necessary to fully effectuate the intent of this Agreement and the transactions contemplated hereby.

  • As of each Transferred Asset Closing Date, SPV hereby represents and warrants to the Issuer that none of the Transferred Assets transferred by SPV on such date has been sold, transferred, assigned or pledged by SPV to any Person other than the Issuer.

  • The representations, warranties and covenants of SPV and of the Issuer set forth in this Agreement shall remain in full force and effect and shall survive each Transferred Asset Closing Date under Article II hereof and any related transfer under the other Transaction Documents.

  • SPV shall, at its own expense, on or prior to each Transferred Asset Closing Date, indicate in its computer files created in connection with the Transferred Assets for such Transferred Asset Date that such Transferred Assets have been transferred, assigned and conveyed to the Issuer pursuant to this Agreement.

  • The Seller and the Guarantor hereby jointly and severally represent and warrant to the Purchaser that for purpose of this Section 4.2, any and all references to the Target Company shall include all the subsidiaries subject to the merger, and the following representations and warranties shall be deemed repeated on the Asset Closing Date as if made at such time.

  • On or prior to the Asset Closing Date, the SunGard Entities shall exercise commercially reasonable efforts to deliver to Purchaser information relating to the expenses incurred by the Transferred SMS Employees that count against annual deductible limits and co-payments limits of the “employee welfare plans” covering Transferred SMS Employees.

  • SunGard Data and Parent agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation Schedule; provided, however, that in the event that SunGard Data and Parent cannot reach agreement with respect to the Allocation Schedule within thirty (30) days after the Asset Closing Date, the Independent Accountant shall prepare the Allocation Schedule.

  • Each Party undertakes that it shall promptly notify the other Parties in writing if it becomes aware of anything occurring during the period from the date of this Agreement throughout the Asset Closing Date that would make any representation or warranty become untrue, inaccurate or misleading in any material respect.

  • The Seller Parties shall not, and shall cause their Affiliates not to, engage in any activity intended to discourage any SMS Employee from accepting the offer of employment from Purchaser, and the Seller Parties shall not, and shall cause their Affiliates not to, offer employment to any SMS Employee with any business of the Seller Parties or any of their Affiliates (other than the SMS Business) between the date hereof and the Asset Closing Date.

  • The representations and warranties under Article 4 of this Agreement shall continue to be effective from the execution of this Agreement throughout the Asset Closing Date.

Related to Asset Closing Date

  • 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.

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

  • 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.

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

  • Additional Closing Date has the meaning set forth in Section 3 hereof.