Principal Closing Date definition

Principal Closing Date shall have the meaning ascribed thereto in Section 2.1.

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Principal Closing Date means the date on which the Principal Closing occurs, as the same may be extended by Forest City or the BCR Entities pursuant to this Agreement. The parties will conduct a “pre-closing” commencing on the third business day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement for the Principal Closing at least forty-eight (48) hours prior to the Principal Closing Date. As used in this Agreement, the term “Closing” means the transfer of Contributed Interests as contemplated hereby at the Principal Closing or the Deferred Closing, and the performance by each party of the obligations on its part then to be performed under and in accordance with this Agreement, and the term “Closing Date” means the date on which a Closing is to occur as the same may be extended by FCEI or the BCR Entities pursuant to this Agreement.

Principal Closing Date means the first date on which the Borrower has received at least $40,000,000 of gross proceeds from the sale of convertible preferred stock of the Borrower pursuant to the Convertible Preferred Stock Purchase Agreement.

Examples of Principal Closing Date in a sentence

All Fundamental Representations made by Sapphire in Article III shall be true and correct in all material respects at and as of the date of this Agreement and the Principal Closing Date as though such Fundamental Representations were made at and as of the such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which shall be so true and correct in all material respects only as of such specified date).
The Sellers are required to pay or to procure that the Transferred Entities shall pay all Taxes due with respect to Tax Returns of the Deferred Business Transferred Entities that are required to be filed after the Principal Closing Date and on or before a Deferred Closing Date where such Taxes are required by applicable Law, in force at the Principal Closing Date, to be paid on or before the Deferred Closing Date.
Sellers shall pay, or cause to be paid, all Taxes of the Transferred Entities due with respect to Tax Returns required to be filed on or before the Principal Closing Date where such Taxes are required by applicable Law to be paid on or before the Principal Closing Date.
Sapphire shall reimburse Buyer for any reasonable out-of-pocket costs and expenses (including fees paid to an accounting firm) incurred in preparing any Buyer Prepared Pre-Closing Tax Return that relate to taxable years or periods ending on or before the Principal Closing Date.
At least twenty (20) days prior to filing any Tax Return required to be filed after the Principal Closing Date and on or before a Deferred Closing Date, Sellers shall submit a draft of such Tax Return to Buyer for Buyer’s review and comment and shall incorporate any reasonable comments of Buyer provided no later than ten (10) days prior to filing any such Tax Return.
From the Principal Closing Date and until the 12 month anniversary thereof, Seller agrees that it shall not, and that it shall cause Synthes and its and Synthes’s respective subsidiaries not to, directly or indirectly, solicit for employment (including in any consulting capacity) in an orthopaedic trauma business any Transferred Employee.
Assuming that the conditions to the obligation of Buyer to consummate the purchase and sale of the Equity Interests and Transferred Assets have been satisfied or waived, then at and immediately following the Principal Closing Date and, assuming the accuracy of the representations and warranties set forth in Article III hereof, after giving effect to all parts of the Transactions, Buyer, each Transferred Entity will be Solvent.
To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims.
During the period from and after the Principal Closing Date until the occurrence of the applicable Deferred Closing, none of the applicable Deferred Business Transferred Assets or Deferred Business Equity Interests shall be transferred to or assumed by Buyer.
Except as provided in clauses (c) and (e) of this Section 2.05, on the Principal Closing Date, the Proposed Allocation as set forth on Section 2.05 of the Disclosure Letter (the “Allocation Schedule”) shall become binding upon Buyer and Seller, and shall be the Allocation.

More Definitions of Principal Closing Date

Principal Closing Date means the date on which the Principal Closing is to occur as provided in the preceding sentences, as the same may be extended by CFCL pursuant to this Agreement, the term "Threshold Properties" means, collectively, the Properties known as Broward Mall, Dover Mall and Dover Commons, Galleria at White Plains, Northpark Mall and The Esplanade, and "Non-Threshold Properties" means the Partial Properties. CFCL and the Purchaser will conduct a "pre-closing" commencing on the second (2nd) Business Day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement and the proration statements set forth in Section 5.1 for the Principal Closing at least twenty-four (24) hours prior to the Principal Closing Date. As used in this Agreement, the term "Closing" means the conveyance of one or more Properties or Interests to Purchaser and the performance by each party of the obligations on its part then to be performed under and in accordance with this Agreement and the term "Closing Date" with respect to any Property or Interest means the date on which the Closing with respect to that Property or Interest has occurred or is to occur, as the same may be extended by CFCL pursuant to this Agreement.

Principal Closing Date means the Closing Date with respect to the Principal Closing.

Principal Closing Date means the date on which the Principal Closing is to occur as provided in the preceding sentences, as the same may be extended by JRI or CBL pursuant to this Agreement. JRI and CBL will conduct a "pre-closing" commencing on the third (3rd) Business Day preceding the Principal Closing Date, and will use commercially reasonable efforts to finalize the closing statement for the Principal Closing at least forty-eight (48) hours prior to the Principal Closing Date. As used in this Agreement, the term "Closing" means the transfer and assignment of the Interests with respect to and/or the contribution of, one or more Properties to the Operating Partnership and the performance by each party of the obligations on its part then to be performed under and in accordance with this Agreement (including, in the case of a transfer of Interests with respect to a Property that is to occur in stages as set forth in Section 2.1(c) hereof, the first stage of such transfer and not any ICOA Option Closing), and the term "Closing Date" means the date on which the Closing with respect to any Property or Properties is to occur as the same may be extended by JRI or CBL pursuant to this Agreement.

Principal Closing Date means the date referenced in Article 4.01;

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