Local Closing Date definition

Local Closing Date means, for each Deferred Market, the date of the applicable Local Closing.
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Local Closing Date has the meaning set forth in Section 3.01.
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Local Closing Date means, for each Deferred Market or IOM Market, the date of the applicable Local Closing.
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Examples of Local Closing Date in a sentence

  • Intercompany trade and other current payables and receivables (excluding the current portion of intercompany debt and notes) that exist as of immediately prior to the Effective Time (or, in the case of any Deferred Baxalta Local Business, as of immediately prior to the Local Closing Date) will be settled in the normal course of business under current customary terms that apply to non-intercompany trade payables and receivables.

  • For the avoidance of doubt, if an occurrence date is after the Effective Time (or, with respect to any Deferred Baxalta Local Business, after the Local Closing Date), then no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Baxalta under such insurance policies.

  • The purchase price plus any applicable Conveyance Taxes shall be paid by or on behalf of the distributor in US Dollars or in Local Currency converted from the US Dollar amount using the Exchange Rate published two (2) days prior to the applicable Local Closing Date.

  • The Net Proceeds shall be paid in US Dollars converted from Local Currency using the Exchange Rate published two (2) days prior to the applicable Local Closing Date.

  • The purchase price shall be paid by Abbott Luxembourg to AbbVie Luxembourg on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by AbbVie Luxembourg.

  • Such amount shall be paid in immediately available funds by wire transfer in accordance with written instructions given by Ashland to Buyer not less than two (2) Business Days prior to the Local Closing Date or such later time as may be agreed by Ashland and Buyer.

  • The purchase price shall be paid by Abbott Luxembourg in US Dollars converted from the Local Currency using the Exchange Rate published two (2) days prior to the applicable Local Closing Date.

  • Intercompany trade and other payables and receivables that exist as of immediately prior to the Effective Time (or, in the case of any Deferred Organon Local Business, as of immediately prior to the Local Closing Date) will be settled (x) as may be determined by Merck prior to the Effective Time and (y) with respect to any such intercompany trade and other payables and receivables that survive the Effective Time, as may be mutually agreed by Merck and Organon.

  • In case that the execution of a Local Contribution or Sale Agreement will in accordance with Section 6.13 of the Master Formation Agreement be deferred on the Closing Date, the contribution or, as the case may be, sale and transfer of the respective local Ashland Transferred Business Assets or the respective local SC Transferred Business Assets, as the case may be, shall be made with effect as of the respective Local Closing Date.

  • Baxter and Baxalta shall cooperate in good faith to update this Agreement in order to add (prior to the applicable Local Closing Date) Services that will be required by any Deferred Baxalta Local Business following the Local Closing Date, including by causing their applicable Subsidiaries to execute a Joinder.


More Definitions of Local Closing Date

Local Closing Date means the date of consummation of the local closing of any Deferred Baxalta Local Business.
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Local Closing Date shall have the meaning set forth in ------------------ Section 2.2(b).
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Local Closing Date shall have the meaning set forth in Article 4.2.6(a). Where this Agreement refers to Closing Date only, this shall mean, with respect to those TE Assets, Transferring Employees and the Assumed TE Liabilities in respect of which Closing has been deferred and where the context so requires, “Local Closing Date.” Long Stop Date shall have the meaning set forth in Article 4.2.1.
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Local Closing Date has the meaning given to it in Section 6.13 of the Master Formation Agreement. "Loss" means any claim, Liability, direct and indirect damage (including consequential damages), interest, fine, penalty and cost (including reasonable legal, accounting and other fees and expenses of professional advisers) and other loss (collectively "Losses"). "Master Formation Agreement" means the Master Formation Agreement of even date between Ashland and SC. "Materials of Environmental Concern" shall mean all, substances defined as, or regulated as, hazardous substances, hazardous wastes, pollutants, contaminants, toxins, toxic substances, or words of similar import, under any Environmental Laws; all petroleum and petroleum products; asbestos or asbestos-containing materials or products; polychlorinated biphenyls; lead or lead-based paints or materials; radon, fungus, mold, and mycotoxins. "Patents" means the patents and patent applications, set forth on Exhibit 1.1-2(a) and Exhibit 1.1-2(b), and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof. "Permits" means all permits (including such permits as are required by the Environmental Laws as applicable to the Transferred Business), licenses and other governmental or public law approvals which are necessary or required by a Transferor or a Transferred Company to (i) conduct its Transferred Business, (ii) own, lease and operate the Transferred Business Assets, and (iii) to carry on the Transferred Business as contemplated by the Global Business Plan. "Person" means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization. 18 "Personal Rights" shall mean any rights of publicity, or moral rights and rights of attribution and integrity owned by Ashland or SC or any of their respective Affiliates (including any Transferor) and used or held for use (in each case exclusively or predominantly) in the operation of the Transferred Business on the Closing Date. "Permitted Encumbrance" means (i) any of the Encumbrances set forth on Exhibit 1.1-3; (ii) statutory Encumbrances arising out of operation of law with respect to a liability incurred in the ordinary course of business consistent with prior practice and which is not delinquent or is being actively contested in good faith; (iii) such Encumbrances (other...
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Local Closing Date has the meaning given to it in Section 6.13 of the Master Formation Agreement.
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Related to Local Closing Date

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • 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).

  • Original Closing Date shall have the meaning set forth in the Recitals.

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