Common use of Closing Dates Clause in Contracts

Closing Dates. In order to participate in the Conduit program, a Seller must execute and deliver (a) a Notice of Intent to Participate to the Department, with a copy to the Conduit Administrator and (b) a Purchase Agreement to the Conduit Administrator, with a copy to the Department. In addition, on or prior to the first date Eligible Loans are sold under the related Purchase Agreement (each, a “Seller Closing Date”), the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an officer’s certificate from the Seller, in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf of the Seller; (iii) opinions of counsel to the Seller, in the form and substance approved by the Department, relating to corporate matters, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved by the Department, relating to the priority of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable Loans.

Closing Dates. In order to participate in the Conduit program, a Seller must execute and deliver (a) a Notice of Intent to Participate Subject to the Departmentterms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement with a copy respect to the Conduit Administrator and First Closing Acquired Balance Sheet (bthe “First Closing”) a Purchase Agreement shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable conditions to the Conduit AdministratorFirst Closing obligations of the Parties as set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the First Closing), with a copy to or such other date as the Department. In addition, Sellers and the Purchaser may mutually agree upon in writing (the day on or prior to which the first date Eligible Loans are sold under Closing takes place being the related Purchase Agreement (each, a “Seller First Closing Date”); provided, the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: that (i) an officer’s certificate from the SellerFirst Closing Date shall be no later than December 21, in the form approved by the Department2012, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf Parties hereto agree that notwithstanding the time of the Seller; (iii) opinions of counsel First Closing Date as described above, for financial reporting purposes and related measurements herein having a relationship to the SellerFirst Closing Date, in the form and substance approved by the Departmentincluding, relating to corporate matterswithout limitation, legality, validity and enforceability determination of the related Purchase Agreement First Closing Acquired Balance Sheet, the First Closing Purchased Assets, the Excluded Assets, the First Closing Assumed Liabilities, the Non-Assumed Liabilities, the First Closing and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request; (iv) UCC-1 financing statements in the form acceptable for filing under the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuer, as debtor, and the Conduit as ultimate secured party or other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller First Closing Date listing all shall be deemed to have occurred effective financing statements which name December 1, 2012 (the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years“Effective Date”); or . (b) an opinion of counsel Subject to the Sellerterms and conditions of this Agreement, in form and substance approved by the Department, relating to the priority closing of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 transactions contemplated by this Agreement with respect to the Second Closing Acquired Balance Sheet (the “Second Closing” and together with the First Closing, the “Closings”) shall commence at 9:00 a.m. EST on the first business day following the satisfaction or waiver of all other applicable Loansconditions to the Second Closing obligations of the Parties set forth in Articles 10 and 11 hereof (other than those conditions which by their terms are to be satisfied or waived as of the Second Closing), or such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Second Closing takes place being the “Second Closing Date”); provided, however, that notwithstanding anything to the contrary herein, the Second Closing Date (i) shall not occur prior to March 29, 2013 if Purchaser has not obtained its contractor licenses in both the States of California and Florida (the “Required CA and FL Contractor Licenses”) prior to such date, and (ii) shall occur on no later than the earlier of (1) the first business day following the first day by which Purchaser has obtained the Required CA and FL Contractor Licenses, regardless of whether one of such Required CA and FL Contractor Licenses may have been received on an earlier date, or (ii) March 29, 2013, regardless of whether or not Purchaser has obtained any or either of the Required CA and FL Contractor Licenses.

Closing Dates. In order (i) On the basis of the representations and warranties hereinafter set forth, the Company will sell to participate in the Conduit programInvestor, and the Investor will purchase from the Company, at the closing (the “First Closing”) on the date hereof (the “First Closing Date”), 485,973 Shares at the purchase price of U.S. $107.29 per share (the “Share Price”) (such Shares, the “First Closing Shares” and the aggregate purchase price paid by the Investor for such First Closing Shares, the “First Closing Purchase Price”). (ii) On the basis of the representations and warranties hereinafter set forth and subject to applicable law, the Company will sell to the Investor, and the Investor will purchase from the Company, at one or more closings following the First Closing (each, a Seller must execute “Subsequent Closing” and deliver each, together with the First Closing, a “Closing”) on dates specified by the Board of Directors of the Company on at least fifteen (15) Business Days’ prior written notice to the Investor (each, a “Subsequent Closing Date” and each, together with the First Closing Date, a “Closing Date”), its pro rata portion, based on its Ownership Percentage, of the additional Shares to be issued by the Company to all investors at such Subsequent Closing, at the Share Price (the Shares issued to the Investor at Subsequent Closings are collectively referred to as the “Subsequent Closing Shares” and the aggregate purchase price paid by the Investor for such Subsequent Closing Shares at any Subsequent Closing is referred to as the “Subsequent Closing Purchase Price”); provided, that in no event will the Investor be required to purchase such number of Shares as shall cause its aggregate equity capital contribution to the Company to exceed the amount set forth as its “Equity Commitment Amount” below the Investor’s name on the signature page hereto. Subsequent Closings will be held as approved by the Board of Directors of the Company. Unless otherwise agreed by each of the holders of Shares of the Company, (a) no Closing may occur after the earlier of (1) the 5-year anniversary of the First Closing Date and (2) the occurrence of a Notice Subordinated Notes Commitment Termination Event (as defined in the Shareholders Agreement), and the Investor shall have no obligation to fund any undrawn portion of Intent to Participate to the Department, with a copy to the Conduit Administrator its Investor’s Equity Commitment Amount thereafter; and (b) a Purchase Agreement to the Conduit Administrator, aggregate capital contribution by the Investor in connection with a copy to the Department. In addition, Subsequent Closings occurring after the 36-month anniversary of the First Closing Date but on or prior to the first date Eligible Loans are sold under 5-year anniversary of the related Purchase Agreement (each, a “Seller First Closing Date”), the applicable Seller and Funding Note Issuer shall deliver or cause to be delivered to the Conduit Administrator the documents required pursuant to such Purchase Agreement, including the following documents; however, for the avoidance of doubt, except as explicitly set forth in Section 5C, the failure of any Seller or Funding Note Issuer to make the deliveries or meet the requirements set forth in Section 5A in a form reasonably acceptable to the Department Date shall not excuse or relieve the Department from its obligation to purchase Putable Loans pursuant to the Put Option: (i) an officer’s certificate from the Seller, in the form approved by the Department, and all attachments thereto including, but not limited to, the applicable formation documents, corporate resolutions and good standing certificates; (ii) incumbency certificates and specimen signatures of each officer authorized to execute the applicable Transaction Documents on behalf exceed 25% of the Seller;Investor’s Equity Commitment Amount. (iii) opinions Notwithstanding the provisions of counsel Sections 2.1(i) and 2.1(ii) above, no Closing shall take place until the Company has obtained the relevant approvals from the BMA pursuant to the SellerExchange Control Act 1972 (and the regulations made thereunder) and the Insurance ▇▇▇ ▇▇▇▇ (and the regulations made thereunder) (the “BMA Approvals”), all documentation necessary to verify the Investor’s identity and source of funds in the form compliance with applicable anti-money laundering laws and substance approved regulations and any other consents or approvals of governmental authorities that may be required by the Department, relating to corporate matters, legality, validity and enforceability of the related Purchase Agreement and other related documents, no-conflicts, true sale and nonconsolidation issues (except with regard to Eligible Direct Issuers) creation of a valid security interest and such other matters as the Department may request;applicable law. (iv) UCC-1 financing statements in Each Closing will take place at the form acceptable for filing under offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, at 10:00 a.m., Atlantic Standard Time, on the Applicable UCC naming the applicable Seller(s) and the Funding Note Issuercorresponding Closing Date, as debtor, and the Conduit as ultimate secured party or at such other similar instruments or documents as may be necessary under the Applicable UCC of all appropriate jurisdictions to perfect the transfers (including grants of security interests) under the Transaction Documents have been duly filed or recorded; (v) either (a) Applicable UCC search report results dated within 45 days of the Seller Closing Date listing all effective financing statements which name the Funding Note Issuer or the applicable Seller(s) (under its present name or any previous names) in any jurisdictions where filings are to be made under clause (iv) above (or similar filings would have been made in the past five years); or (b) an opinion of counsel to the Seller, in form and substance approved location specified by the Department, relating to the priority of the Conduit’s lien on the related Pledged Loans; (vi) executed copies of each of the Transaction Documents in form Company and substance acceptable to the Department (including, but not limited to, the related Purchase Agreement); (vii) evidence of establishment of the trust accounts in the name of the Funding Note Issuer; and (viii) an irrevocable power of attorney, which power of attorney is coupled with an interest, from such Seller to the Conduit Administrator and assignable to the Department granting the rights and powers specified in Section 6 with respect to the applicable LoansInvestor.