Closing Day Sample Clauses
The Closing Day clause defines the specific date on which the final transfer of ownership, funds, and relevant documents occurs between the parties in a transaction, typically in real estate or business sales. This clause sets a clear deadline for all contractual obligations to be fulfilled, such as payment of the purchase price, delivery of keys, and execution of necessary legal documents. By establishing a definitive timeline, the Closing Day clause ensures both parties are aligned on when the transaction is completed, reducing uncertainty and helping to coordinate logistics for a smooth handover.
Closing Day. All documents will be reviewed and signed (as appropriate) by Buyer and Seller. Following the disbursement of funds, the transfer of the title of ownership will occur. Covenant will then record the deed and all other required documents at the county recorder’s office. Title insurance policy will be issued.
Closing Day. 5 Code............................................... 5 Combined Loan-to-Value Ratio....................... 5
Closing Day. No later than the fifth working day after all the Closing preconditions listed in Article 2.7 of this Agreement are met or be waived.
Closing Day. Because the transaction of this agreement may involves authorizations from the Boards of Directors all parties and approvals from relevant governmental departments of China and the US, including SEC, Ministry of Commerce of PRC. For the proper Closing of this transaction, all parties hereby agree that within 180 working days after ZOOM has accomplished all necessary procedures, including but not limited to resolutions of Board of Directors and approval from Shareholders is necessary and approvals of related US governmental departments, will be considered as final Closing Day. Before the Closing Day, all parties should finish the settlement of Purchase Price. Target Companies should deliver all actual deliverable assets on the Closing Day, and should at the same time actively begin to conduct the registrations of intangible assets, including but not limited to IP transfer, registration of corporation and fixed assets.
Closing Day. The following shall be required to evidence compliance with paragraph 3G of the Agreement:] Dated: WASTE INDUSTRIES, INC By: ___________________________________________ Title:____________________________________ THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ___________________________________________ Vice President [PRUDENTIAL AFFILIATE] By: ___________________________________________ Vice President EXHIBIT D-1 [FORM OF OPINION OF COMPANY'S COUNSEL [Letterhead of Wyrick, Robbins, ▇▇▇▇▇ & ▇▇▇▇▇▇, LLP] [Date of Closing] The Prudential Insurance Company of America c/o Prudential Capital Group Gateway Center One, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: We have acted as counsel for Waste Industries, Inc. (the "Company") in connection with the Note Purchase and Private Shelf Agreement, dated as of June 30, 1998 (the "Agreement") between the Company, on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company, U.S. Private Placement Fund and each Prudential Affiliate which becomes a party thereto, on the other hand, pursuant to which the Company has issued to you today its Senior Series A Notes in the aggregate principal amount of $25,000,000 (the "Notes"). Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement. This letter is being delivered to you in satisfaction of the condition set forth in paragraph 3A(v) of the Agreement and with the understanding you are purchasing the Notes in reliance on the opinions expressed herein. In this connection, we have examined such certificates of public officials, certificates of officers of the Company and copies certified to our satisfaction of corporate documents and records of the Company and of other papers, and have made such other investigations, as we have deemed relevant and necessary as a basis for our opinion hereinafter set forth. We have relied upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established. With respect to the opinion expressed in paragraph 3 below, we have also relied upon the representation made by [each of] you in paragraph 9A of the Agreement. Based on the foregoing, it is our opinion that:
Closing Day. 7.1.1 The Parties shall meet at the offices of Hengeler ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, on October 1, 2009 at 10:00 a.m. German time or, if not all conditions have been fulfilled on such date, on the last calendar day of the month in which all of the Closing Conditions set forth in Section 6.1 have been fulfilled or waived, or on such other date or place as agreed upon between the Parties (such day herein also referred to as the “Closing Day I”) to consummate the transactions contemplated on Closing Day I by performing the Closing Actions I (as defined in Section 7.3.1), provided, however, that there shall be a minimum of 3 (three) Bank Working Days between the day on which the last Closing Condition has been fulfilled or waived and the Closing Day I. If the last calendar day of such month is not a Bank Working Day, the Closing Day I shall be the following Bank Working Day.
7.1.2 Within 10 (ten) Bank Working Days after the Seller Deferred Election or the Purchaser Deferred Election has been exercised, or, in the event of an early transfer pursuant to Section 3.3, on the dates stipulated therein, however, in no event before the 10th (tenth) Bank Working Days after the EBITDA Notification (as defined in Section 4.7.5) has become final and binding between the Parties pursuant to Section 4.7.7, the Remaining Shareholders and the Purchaser shall meet at the offices of Hengeler ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. German time or on such other date or place as agreed upon between the Remaining Shareholders and the Purchaser (such day herein also referred to as the “Closing Day II”) to consummate the transfer of the Shares II by performing the Closing Actions II (as defined in Section 7.3.2).
Closing Day the day on which the Transferor transfers the assets and ownership to the Transferee, that is, the effective date of this agreement.
Closing Day. Notwithstanding the fact that the Series A Notes and Series B Notes are denominated in Swiss Francs, the purchase price to be paid in each case is $50,000,000 (total purchase price of $100,000,000 for Series A and Series B Notes).