Scheduling of Closing Sample Clauses

Scheduling of Closing. Provided the Closing (as defined in the Merger Agreement) occurs not later than the close of business on the date hereof, Provident and Newco hereby waive all conditions to their obligations to effect the Merger set forth in the Merger Agreement other than the conditions set forth in Sections 7.1(b) and Section 7.2(d) and Provident and Newco agree to use their respective reasonable efforts to cause the Closing to occur not later than the close of business on the date hereof.
Sample 1
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Scheduling of Closing. Subject to the satisfaction of the terms and conditions set forth herein, the assignment of the License shall be consummated and closed (the “Closing”) on such date as the Parties shall mutually agree, but in no event more than ten (10) business days following the satisfaction of all of the conditions precedent set forth in Sections 1(c)(ii) and 1(c)(iii) hereof (the “Closing Date”).
Sample 1
Scheduling of Closing 
Sample 1

Related to Scheduling of Closing

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Opening of Escrow Buyer shall immediately cause an escrow (the "Escrow") to be opened at Escrow Holder's office located at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Xxxx Xxxx-Xxxxxxxx for the purpose of facilitating the consummation of this Agreement, by delivering the Deposit (as defined in Section 4.1 below) to Escrow Holder along with a copy of the fully executed original (or executed counterparts) of this Agreement within two (2) business days after executing this Agreement. Escrow Holder shall, immediately upon its receipt of the Deposit and executed Agreement, execute and deliver to Buyer and Seller the Consent and Acceptance of Escrow Holder attached to this Agreement, which Consent and Acceptance of Escrow Holder shall specify the date of such receipt (the "Escrow Opening Date"). This Agreement constitutes instructions to Escrow Holder. Buyer and Seller shall execute such additional mutual instructions as Escrow Holder may reasonably require, provided that such additional instructions shall be consistent with this Agreement. Any inconsistency between any such additional instructions and this Agreement shall be resolved in a manner consistent with this Agreement, and the provisions of this Agreement shall prevail unless Buyer and Seller waive such inconsistent provision in writing by specifically referring to the fact of such inconsistency and their intent to waive it.

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

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