At the Closing Date Sample Clauses

At the Closing Date. (a) there shall be no effective injunction, restraining order, or order of any nature issued by any court of competent jurisdiction which directs or has the effect of directing that this Agreement or any material transactions contemplated hereby shall not be consummated as herein provided; (b) there shall be no investigation, action, or other proceeding pending before any court or governmental authority or threatened against the Company or Newco or any of the directors or officers of the Company or Newco in connection with this Agreement or the consummation of the transactions contemplated by this Agreement which is likely, in the opinion of the Company's counsel (after consideration of any defense), to result in such substantial damages or other substantial relief being obtained, as to materially and adversely affect the Business on or after the Closing Date; and (c) none of the parties hereto shall have received from any governmental authority any notice (oral or written) of any potential litigation, civil, criminal, or administrative, against Company or Newco for a violation alleged to arise out of the consummation of the transactions contemplated hereby.
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At the Closing Date. (a) the Employment Agreement shall have been executed and delivered by the Principal; and
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At the Closing Date. (a) the Employment Agreement shall have been executed and delivered by Kellxxxxx xxx Kellxxxxx Xxxsidiary; and
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At the Closing Date the Parties shall perform the following actions for the transfer of the Shares for which they are responsible:
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At the Closing Date. (i) the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto shall contain all statements that are required to be stated therein in accordance with the Act and the Regulations, and shall conform to the requirements of the Act and the Regulations in all material respects, and neither the Registration Statement nor any post-effective amendment thereto, nor the Prospectus and any amendments or supplements thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (and, with respect to the Prospectus, in light of the circumstances under which they were made), not misleading; (ii) since the respective dates as of which information is given in the Registration Statement and any post-effective amendment thereto and the Prospectus and any amendments or supplements thereto, except as otherwise stated therein, there shall have been no material adverse change in the Business Conditions of York Water from that set forth therein whether or not arising in the ordinary course of business; (iii) no action, suit or proceeding at law or in equity shall be pending or threatened against York Water that would be required to be set forth in the Prospectus, other than as set forth therein, and no proceedings (other than rate cases filed by York Water) shall be pending or threatened against or directly affecting York Water before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially adversely affect the Business Conditions of York Water; and (iv) since the time of execution of this Agreement, there shall have been no material adverse change in the Business Conditions of York Water.
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At the Closing Date the Company shall have no Liabilities to any of its past or current employees or any Persons who have provided consulting, advisory or similar services to the Company, other than liabilities reflected, reserved against or otherwise disclosed in the Company Financial Schedule.
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At the Closing Date. (i) the representations and warranties of the Company in this Agreement being true, accurate and correct at, and as if made on such date;
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At the Closing Date. (a) the Employment Agreements shall be executed and delivered by the parties thereto; and
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Related to At the Closing Date

  • At the Closing (a) Seller will deliver to Buyer:

  • Closing; Closing Date The sale and purchase of the Capital Securities by the Offerors to the Purchaser shall take place at a closing (the "Closing") at the offices of Xxxxx, Xxxx & Xxxxxxxx, X.X., at 10:00 a.m. (St. Louis time) on December 15, 2004, or such other business day as may be agreed upon by the Offerors and the Placement Agents (the "Closing Date"); provided, however, that in no event shall the Closing Date occur later than December 31, 2004 unless consented to by the Purchaser. Payment by the Purchaser shall be payable in the manner set forth in the Subscription Agreement and shall be made prior to or on the Closing Date.

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • The First Closing Date Delivery of certificates for the Firm Common Shares to be purchased by the Underwriter and payment therefor shall be made at the offices of Mxxxxx Xxxxxxx Xxxxxx & Brand, LLP, 90 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (or such other place as may be agreed to by the Company and the Underwriter) at 9:00 a.m., Minneapolis, Minnesota time, on ______, 2006, or such other time as the Underwriter shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.

  • First Closing On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $387,500 of shares of Preferred Stock and Warrants. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the First Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing (the “First Closing”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

  • At Closing (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.

  • CLOSING AND CLOSING DATE 2.1 The Closing Date shall be July 2, 2009, or such other date as the parties may agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. New York Time. The Closing shall be held at the offices of JCM, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000-0000, or at such other time and/or place as the parties may agree.

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Actions at the Closing At the Closing:

  • Deliveries at the Closing At the Closing: