Second Closing Date definition
Examples of Second Closing Date in a sentence
The properties and assets of the Company are sufficient for Purchaser to carry on the Business from and after the Second Closing Date in the same manner as presently carried on by the Company.
The final Closing shall take place on the Second Closing Date (“Second Closing”) by execution and delivery of the other Transaction Documents, by electronic or other remote exchange of all executed documents, and upon satisfaction of the other closing deliverables required by Section 2.05(b) below and Section 2.05(b) below, subject to the fulfillment or waiver of the applicable conditions precedent as set forth in this Agreement, including the Closing Burden.
Seller hereby represents and warrants to Purchaser that the statements set forth in this Article IV are true and correct as of the First Closing Date and Second Closing Date.
The Company shall comply with all applicable laws, regulations, and obligations, including maintaining its status as an S corporation (to the extent necessary) until such status ceases on or before the Second Closing Date in coordination with Purchaser.
Upon the terms and subject to the conditions of this Agreement, on the Second Closing Date, Purchaser shall purchase the Membership Interests from Seller, and Seller shall sell, assign, transfer, convey and deliver the Membership Interests to Purchaser, free and clear of all Liens, for the consideration specified in Section 2.02 below.