Second Closing Date definition
Examples of Second Closing Date in a sentence
All of the covenants or other agreements of the parties contained in this Agreement to be performed on or prior to the Second Closing Date shall terminate on the Second Closing Date.
The representations and warranties of the parties contained in this Agreement shall survive for twelve (12) months following the Second Closing Date (the “Survival Period”).
All covenants or agreements of the parties contained in this Agreement to be performed at, as of, or following the Second Closing Date shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance.
On the Second Closing Date, Parent shall pay, or cause to be paid, by wire transfer of immediately available funds to the accounts designated in the Payoff Instructions the full amount of the Company Transaction Expenses, as set forth in, and in accordance with, the Payoff Instructions.
Company shall (i) obtain or cause to be provided the opinion referred to in Section 9.2(g), and (ii) deliver to the Opinion Giver, with copy to and following consultation with Parent, a tax representation letter, dated as of the Second Closing Date and signed by an officer of Company, reasonably requested by the Opinion Giver.