Corporate & Securities Law

?Closing?

By Ken Adams

Two stray thoughts:

First, does closing mean the moment a transaction is consummated? Or does it refer to the process leading up to that moment, with contracts being finalized and signed, opinions being issued, and funds being sent whizzing through the banking system? I suggest that it means both?in other words, closing is an example of lexical ambiguity. The suggested alternative meanings bring to mind the alternative meanings of foreclosure, which I discussed in this May 2007 blog post. A spot in the AdamsDrafting Blog hall of fame is reserved for the first person who points me to a dispute in which the meaning of closing was at issue.

Second, I routinely see the defined term Closing Date used when it would make a bit more sense to use the defined term Closing:

Each of the other representations and warranties of the Company contained in Article 3 of this Agreement shall be true and correct as of the date of this Agreement and the Closing Date as though made on and as of the Closing Date, except …

Immediately following the Closing Date, the officers of Parent shall consist of those individuals nominated by DE Qinba.

Full post as published by AdamsDrafting on February 22, 2010 (boomark / email).