Preliminary Closing Date definition

Preliminary Closing Date means such date as the consideration for this Agreement is transferred to the Escrow Agent pursuant to the terms of Article 3 of the Agreement as amended hereby, which date shall not be later than September 30, 1998. 1.27. "Preliminary Closing" shall mean the transaction at which the consideration provided for by the Agreement will be delivered to the Escrow Agent subject to the terms of the Escrow Agreement. 1.28. "Effective Date" shall be September 1, 1998.
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Preliminary Closing Date has the meaning ascribed thereto in Section 2.2 herein. “Prime Rate” means on any day, the rate of interest per annum then most recently established by SunTrust Bank (a Georgia banking corporation) as its “prime rate.” Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by SunTrust Bank to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and SunTrust Bank may make various business or other loans at rates of interest having no relationship to such rate. If SunTrust Bank ceases to exist or to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported.
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Preliminary Closing Date shall have the meaning set forth in Section 2.01(b).
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Examples of Preliminary Closing Date in a sentence

  • If a Purchaser does not timely deliver a Dispute Notice, then such Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.

  • If Purchaser does not timely deliver a Dispute Notice, then Purchaser shall be deemed to have accepted and agreed to the Preliminary Closing Date Net Debt Schedule and to have waived any right to dispute the matters set forth therein.

  • The Shareholders and the Company shall have performed and complied with all covenants of this Agreement to be performed or complied with by them at or prior to the Preliminary Closing Date (except where the failure to so perform or comply would not have an adverse effect on Parent or prevent the Shareholders or Parent from consummating the transactions contemplated hereby), and the Shareholders and the Company shall each have delivered to Parent a certificate to that effect.

  • If Parent shall request that the Company cure such Objections and the Company or the Shareholders have not cured such Objections to Parent's satisfaction by the Preliminary Closing Date, Parent shall have the right to terminate this Agreement in accordance with Section 5.1(a)(2) hereof or enter into negotiations with the Company to lease any real property which is the subject of the Objections.

  • Subject to the limitations of Section 6.6, the respective representations and warranties of the parties contained in this Agreement shall survive the Preliminary Closing Date and the Final Closing Date, regardless of any investigation made by or on behalf of any party.

  • In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”).

  • This Agreement, its Exhibits and Disclosure Schedules and the documents executed on the Preliminary Closing Date and the Final Closing Date in connection herewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

  • If Buyer does not object to Seller’s calculation of Preliminary Closing Date Capital Expenditures (and any adjustments resulting therefrom) within such 20 Business Day period, then Buyer will be deemed to have accepted Seller’s calculation thereof.

  • If the Parties are unable to resolve all objections to Seller’s calculation of the Preliminary Closing Date Capital Expenditures within 10 Business Days after Seller receives Buyer’s statement of objections, then the Parties will select a mutually acceptable, nationally-recognized accounting firm (which may not be the auditors of either Party) to resolve any remaining objections.

  • In the event the Seller Parties object to the Preliminary Closing Date Balance Sheet, the Preliminary EBITDA Value, the Preliminary Purchase Price or the Preliminary Closing Date Working Capital Calculation, the Seller Parties shall give a written notice to the Buyer specifying their objections in reasonable detail and the basis therefor, prior to expiration of the Review Period (“Objection Notice”).


More Definitions of Preliminary Closing Date

Preliminary Closing Date means the later of (i) twenty-one days from the date first written above and (ii) the date on which all of the conditions set forth in Article XII except for the condition set forth in Section 12.11 have been satisfied; provided, that for the purpose of clause (ii) any condition requiring that a document or certificate be delivered shall be deemed to be satisfied if the Company provides the Buyer with an executed but undated copy of such document or certificate on the Interim Closing Date and any condition in respect of any action that can only be taken on the Closing Date shall be deemed satisfied if the Company completed as much of such action as is practicable by the Interim Closing Date and has provided reasonable assurance of its ability to complete the required actions as of the Closing Date.
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Preliminary Closing Date shall be the Business Day (Werktage) following the day on which all of the Closing Conditions (as defined in Section 6.2 below) have been fulfilled or waived or any other day as agreed between the Parties; and
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Related to Preliminary Closing Date

  • Preliminary Closing Statement has the meaning specified in Section 2.3(a)(ii).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • 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.

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