Closing; Drop Dead Date Sample Clauses
The "Closing; Drop Dead Date" clause establishes a final deadline by which the transaction must be completed, known as the drop dead date. In practice, this means that if the closing has not occurred by this specified date, either party may have the right to terminate the agreement without penalty. This clause ensures that both parties are motivated to fulfill all conditions and finalize the deal within a set timeframe, thereby preventing indefinite delays and providing certainty regarding the transaction's timeline.
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Closing; Drop Dead Date. (a) If the Purchaser Conditions Precedent and Foothills Conditions Precedent shall not have been fulfilled or waived by the party in whose favor the Conditions Precedent run in full on or before 5:00 p.m. on December 29, 2015 (or such other date agreed by Foothills and Purchaser in writing)(the “Drop Dead Date”), all rights and obligations of the parties hereunder shall cease and terminate and no party shall have any claim against the others save for claim (if any) in respect of such continuing provisions or any antecedent breach hereof.
(b) Subject to fulfillment of the Purchaser and Foothills Conditions Precedent, or waiver thereof, Closing shall take place at the Offices of A▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ & Associates, 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 1840, Los Angeles, California 90025. 12:00 noon Pacific Standard Time, on the date (“Closing Date”) which is the first Business Date immediately after the date on which all the applicable Conditions Precedent are fulfilled or waived as set forth herein. The exchange of the Note or Notes against release of funds to the Issuer together with such other deliveries made by the parties in support thereof on the Closing Date shall be deemed to be the “Closing” for purposes of this Agreement.
(c) Not later than 24 hours prior to the Closing, Purchaser shall transfer by wire, in immediately available funds, the full amount of the Purchase Price (the “Wired Amount”) to the Law Offices of A▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. (for purposes hereof, the “Escrow Agent”) at the wire instructions provided in the Escrow Agreement (as defined below), who shall hold the Wired Amount to the order of Purchaser, pursuant to that certain escrow agreement (the “Escrow Agreement”), substantially in the form attached hereto as Exhibit D.
(d) At Closing, upon satisfaction of the applicable Conditions Precedent, or waiver thereof, Foothills shall, subject to its receipt of a confirmation signed by the Sellers and Foothills confirming that all the conditions precedent to the closing of the Merger have been fulfilled and the closing of the Merger Agreement will proceed and the fulfillment or waiver of the applicable Conditions Precedent, will deliver to Purchaser:
(i) The original share certificates issued in the name of Purchaser in respect of the Purchased Securities;
(ii) A certificate executed by Foothills’ president confirming there being no breach of any of Foothills Warranties or other provisions of this Purchase Agreement, such confirmation to be in a form ...