At each Closing Sample Clauses
The "At each Closing" clause defines the specific actions, obligations, and conditions that must be fulfilled by the parties at every closing event in a transaction involving multiple closings. In practice, this clause outlines what documents must be delivered, payments made, or other requirements satisfied each time a closing occurs, such as in staged investments or asset transfers. Its core function is to ensure that all necessary steps are consistently completed at each closing, thereby providing structure and clarity to transactions that do not conclude in a single event.
At each Closing. On or prior to each Closing Date, each of the Company and the Purchaser shall deliver or cause to be delivered to the other party the items identified in Section II of the Closing List as being delivered to such party on or prior to such Closing, each dated as of the Closing Date for such Closing and in form and substance satisfactory to the party receiving them. In addition, the Company shall deliver to the Purchaser, such other opinions, statements, agreements and other documents as the Purchaser may require for such Closing, each in form and substance satisfactory to the Purchaser.
At each Closing. (a) the Company shall do all (but not part only unless the Purchaser so agrees) of the following:
(i) issue such Bonds to the Purchaser free and clear from all Encumbrances;
(ii) deliver to the Purchaser a copy of the resolutions of the meeting(s) of the Board certified as true and complete copies of the originals by a Director approving and/or ratifying the execution of this Agreement and the performance of the Company’s obligations under this Agreement and the matters set out in Clause 5.2; and
(iii) procure the entry in the register of holders of the Bonds which shall be maintained by the Company in accordance with the requirements of such Bond Instruments of the name of the Purchaser as the holder of such Bonds, and deliver to or to the order of the Purchaser Certificate(s) (in such number as shall have been notified by the Purchaser to the Company at least two Business Days prior to such Closing) by the Company representing the full amount of the Bonds and substantially in the form set out in such Bond Instruments.
(b) on or prior to the First Closing, the Finance Documents (excluding the Additional Bonds and the Bond Instrument governing the Additional Bonds), each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by all the Parties thereto on or prior to such Closing;
(c) on or prior to the Second Closing, the Additional Bonds and the Bond Instrument governing the Additional Bonds, each in a form agreed to by the Purchaser and the Company prior to the time of this Agreement, shall have been executed by the Company on or prior to such Closing;
(d) there shall have been delivered to the Purchaser (in the forms (to the extent that such forms are available at the date of this Agreement)) attached hereto as Annexes A and B), opinions addressed to the Purchaser, dated each Closing Date, of:
(i) ▇▇▇▇▇▇▇ & Co., legal advisor to the Obligors as to Hong Kong law; and
(ii) Proskauer Rose LLP, legal advisor to the Obligors as to United States and Delaware law; and such other resolutions, consents, authorities and documents relating to the issue of the Bonds and/or required under or pursuant to the Finance Documents, as the Purchaser may reasonably require;
(e) on or prior to the First Closing, each Obligor (other than ▇▇ ▇▇▇ ▇▇▇-lu) shall have delivered to the Purchaser solicitor’s certified true copies of the relevant resolutions and board minutes and other corporate proceedings, in each case app...
At each Closing. (1) the Placing Agent shall remit a sum which represents the aggregate Placing Price specified in the relevant Closing Notice less the placing commission specified in the relevant Closing Notice, in immediately available and clear fund, to a bank account designated by the Issuer or if the Issuer so agrees, the Placing Agent shall make the payment of the appropriate amount by cheque(s);
(2) the Issuer shall, against payment, issue the Notes to the Placee(s) or its/his/her nominee in accordance with the registration details provided by the Placing Agent in the relevant Closing Notice and shall promptly thereafter register such Placee(s) or its/his/her nominee as holder(s) of the Notes in the register of holder of the Notes to be maintained pursuant to the Terms and Conditions; and
(3) the Issuer shall, against payment, deliver the Note Certificate(s) to the Placing Agent in respect of the Notes issued pursuant to Clause 5.3(2).
At each Closing. (i) each participating Lender shall deliver to the Company (a) a check or wire transfer of immediately available funds (or a combination thereof) in the amount of such Lender’s Loan Amount for the Closing, and (b) a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Lender’s exemption from withholding tax; (ii) the Company shall issue and deliver to each participating Lender a Note in favor of such Lender in a principal amount equal to such Lender’s Loan Amount for such Closing; and (iii) the Schedule of Lenders shall be updated to include the name of such participating Lender, and such Lender’s Loan Amount for the Closing, thereon.
At each Closing. At each Closing, Seller shall deliver, or cause to be delivered to Purchaser an executed Assignment of Membership Interests in favor of Purchaser related to that portion of the Purchase Interests being acquired.
At each Closing. The Company's obligation to issue and sell the Securities at each Closing is subject to the satisfaction, on or prior to such Closing, of the following conditions:
At each Closing. National shall deliver to the Company or its designees by wire transfer or check, or such other method of payment as the Company shall approve, the amount set forth for such Closing in column 3a above or a supplemental schedule to the National Notes in the form attached hereto as EXHIBIT B reflecting the surrender by National of the portion of principal amount of the National Note set forth for such Closing in column 3b above, and the Company shall (i) issue and deliver to National a certificate or certificates in form satisfactory to National for the National Shares to be issued by the Company at such Closing and (ii), if applicable, pay to National accrued interest on the National Note.
At each Closing. (a) Each Seller shall execute and deliver a covenant deed, limited warranty deed or special warranty deed, as applicable based on each local jurisdiction, in recordable form, acceptable to Purchaser and the Title Company, conveying to Purchaser marketable and insurable title to the Land and Improvements for each Project, subject only to the Permitted Exceptions.
(b) In the event Purchaser elects to close via the Ohio Membership Interest Acquisitions, Sun Secured and Sun Pool 12 shall transfer by Limited Warranty Deed the Land and Improvements owned by Sun Secured and Sun Pool 12 to the two (2) newly formed, wholly-owned Ohio limited liability companies, along with exemption affidavits identifying the transfer as being part of a restructuring of the companies. Sun Secured and Sun Pool 12 will then deliver duly executed Assignment of Membership Interests in the form attached hereto as Exhibit O.
(c) Each Seller shall execute and deliver a B▇▇▇ of Sale, without warranty of title (aside from vehicles and manufactured homes), in a form as set forth in Exhibit P (the “B▇▇▇ of Sale”), conveying the Personal Property with respect to each Project to Purchaser, free and clear of any liens or encumbrances other than the Permitted Exceptions, and each Seller shall execute and deliver to Purchaser, in proper form for transfer, the certificates of title pertaining to all vehicles and manufactured homes, if any, being conveyed to Purchaser hereunder. In the event Purchaser elects to close via the Ohio Membership Interest Acquisitions, Sun Secured and Sun Pool 12 shall execute and deliver an assignment of Personal Property to the respective newly formed Ohio limited liability companies conveying the Personal Property for Worthington Arms Manufactured Home Community and Catalina Manufactured Home Community to the respective companies free and clear of any liens or encumbrances other than the Permitted Exceptions. Any certificates of title pertaining to vehicles and manufactured homes being conveyed shall be conveyed to the newly formed limited liability companies.
(d) Each Seller shall execute and deliver to Purchaser an assignment, transferring to Purchaser all of Seller’s right, title and interest in and to: (i) the Tenant Leases and all deposits relating thereto; (ii) the Project Contracts which Purchaser has elected to have assigned (other than the Sun Exclusive Contracts); and (iii) the Intangible Property (the “Assignment and Assumption Agreement”). In the event Purc...
At each Closing. In consideration for the Sites being transferred or sold from Sellers to Buyer at a Closing, contemporaneously with such sale or transfer, Buyer shall pay to Sellers the Purchase Price for those Sites being transferred or sold, payable by wire transfer of immediately available funds to a bank account designated by Sellers at least three (3) Business Days prior to the applicable Closing.
At each Closing. At each Closing, Purchaser shall (i) transfer to the bank account designated by the Seller the required amount of Purchase Price as set forth in Section 1.2 above. ARTICLE 8