Closing Mechanics Sample Clauses
The Closing Mechanics clause outlines the procedures and steps required to finalize a transaction or agreement. It typically details the timing, location, and method for the exchange of documents, funds, or other deliverables, and may specify the responsibilities of each party at closing. By clearly defining how and when the closing will occur, this clause ensures a smooth and coordinated completion of the deal, minimizing misunderstandings and reducing the risk of last-minute disputes.
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Closing Mechanics. 12.1 Closing shall, unless otherwise agreed by the Parties, take place at the offices of Accura Advokat partnerselskab, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, on 1 June 2015, at 10:00am subject to the Merger Condition having been fulfilled or waived no later than 5 Business Days prior to that date. If the condition has not been fulfilled or waived prior to that date, Closing must instead take place on the date which is 5 Business Days after the Merger Condition has been fulfilled or waived, or such other date as mutually agreed by the Parties.
12.2 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer:
(a) a draft Closing Memorandum; and
(b) a certificate from Danske Bank A/S stating (i) the amounts and currency required to effect full prepayment of the Pay-Off Amounts, and (ii) all payee account details as will be required by the Buyer to effect payment of the Pay-Off Amounts in accordance with clause 12.5(b) and, in a form acceptable to the Buyer acting reasonably, confirming finally and irrevocably and with binding effect for Danske Bank A/S, that (iii) subject to performance of the payment instructions as set out in the certificate all Third Party Rights in respect of the Secured Debt shall be deemed to be fully and finally discharged and released.
12.3 No later than 4 Business Days prior to the Closing Date, the Sellers’ Representative must deliver to the Buyer a good faith estimate of the consolidated Cash and consolidated Debt of the Group as of the Effective Date, each determined in accordance with the principles set forth in clause 5.2 (the “Preliminary Purchase Price Calculation”). The Buyer may review and discuss the Preliminary Purchase Price Calculation with the Sellers’ Representative within 2 Business Days following delivery of the Preliminary Purchase Price Calculation. The Sellers’ Representative shall provide to the Buyer all information and data reasonably requested by the Buyer for such review. The Sellers’ Representative shall consider any comments of the Buyer regarding the Preliminary Purchase Price Calculation in good faith and, at the latest on the 2nd Business Day before the Closing Date, notify the Buyer of its final good faith estimate of the Closing Purchase Price (the “Preliminary Purchase Price”);
12.4 At Closing, the Sellers’ Representative must deliver the following documents:
(a) a statement in the form attached as Schedule 12.4(a) signed by the Sellers’ Repr...
Closing Mechanics. (i) One business day prior to the Closing, Jefferies & Company, Inc. (“Jefferies”), as closing agent (in such capacity, the “Closing Agent”), will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto to confirm that the Closing is to take place and the closing mechanics set forth herein.
(ii) [reserved]
(iii) In the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on or before 12:00 p.m., New York City time, on the Closing Date as required by Section 1(c), the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of the Notes on behalf of the Buyer; provided, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1(c)(ii) shall not relieve the Buyer of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes on behalf of the Buyer, if the Buyer has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent.
(iv) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer under the circumstances set forth in clause (ii) above, the Buyer shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer at a Purchase Price for the Notes equal to 97% of the aggregate principal amount of the Notes, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date.
(v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to an account specified by the Company, unless otherwise specified by the Company.
Closing Mechanics. With respect to a Property Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the Property Sale. Failure by the Administrative Member and BREA to execute a ROFO Purchase Agreement shall be deemed an election by the Administrative Member that the Administrative Member is not prepared to purchase the applicable Property or Properties in response to the Intent to Sell Notice and the Purchase Deposit and the Additional Deposit, if applicable, shall be refunded to the Administrative Member. The sale of the applicable Property or Properties as provided hereunder shall take place in accordance with the ROFO Purchase Agreement at a closing conference held on the Purchase Date at the principal office of the Company or at such other location as may be agreed upon by BREA and the Administrative Member. At such closing conference, the Company shall be authorized and directed to retain the Purchase Deposit and the Additional Deposit, if applicable, and any interest accrued thereon as a portion of the Administrative Member’s Price, and the remaining portion of the Administrative Member’s Price shall be paid in immediately available funds. The Company and Administrative Member shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the applicable Property or Properties, pursuant to the terms hereof, including, any sale/leaseback agreements and transition services agreements necessary to allow Administrative Member to operate a Property pending Administrative Member obtaining licensure therefore, which agreements shall be on forms reasonably acceptable to the parties.
Closing Mechanics. (i) One business day prior to the Closing, the Company will contact the contact person for each Purchaser listed on Schedule A hereto to confirm the closing mechanics set forth herein.
(ii) At least one business day prior to the Closing Date, the Company will deliver to Sonfield & Sonfield, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, duly executed certificates for the Common Stock, registered in the Purchasers’ name(s) set forth on Schedule A hereto. The Company’s counsel shall hold such certificates in escrow for the benefit of the Company until released by the Company for issuance and sale as provided in Section 1(c)(iii).
(iii) Each Purchaser will pay its Investment Amount to the Company as required by Section 1(b), upon receipt of which, and in connection with the release of the Investment Amount from the Escrow Account to the Company, the Company will deliver or cause to be delivered to each Purchaser the Common Stock to be purchased by such Purchaser at the address specified on Schedule A hereto.
Closing Mechanics. The Closing shall be held at a date and time designated by the Company and the Placement Agent prior to 11:59 p.m. Eastern Standard Time on August 31, 2005 (subject to extension at the discretion of the Company and the Placement Agent without notice to the Subscriber of up to 60 days), which date shall be no later than five (5) Business Days (as defined in Article 5) after satisfaction or waiver of the closing conditions set forth in Article 4 hereof. The Closing shall occur at the offices of the Placement Agent, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Upon satisfaction or waiver of all conditions to the Closing, the Placement Agent and the Company shall instruct an escrow agent (the “Escrow Agent”) to release the proceeds of the Offering to the Company, less fees and expenses due to the Placement Agent. Interest, if any, that has accrued with respect to the Aggregate Purchase Price while in escrow shall also be distributed to the Company at the Closing and the Subscriber will have no right to such interest, even if there is no Closing.
Closing Mechanics. (a) The parties shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing.
(b) Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the Phase I Property and Phase IB Property, as applicable, to Buyer upon confirmation of receipt of the Purchase Price by the Escrow Agent as set forth below. Provided all conditions precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the amount specified in Section 2.3 by timely delivering the same to the Escrow Agent on the Scheduled Closing Date and unconditionally authorizing and directing the Escrow Agent no later than 1:00 p.m. Eastern Time on the Scheduled Closing Date to deposit the same in Seller’s designated account. In addition, for each full or partial day after 1:00 p.m. Eastern Time on the Scheduled Closing Date that Buyer fails to comply with the foregoing, Buyer shall pay to Seller at Closing (and as a condition thereto) an amount equal to the per diem proration for one (1) day.
(c) The items to be delivered by Seller or Buyer in accordance with the terms of Sections 6.2 or 6.3 shall be delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the last Business Day prior to the Scheduled Closing Date except that (i) the items in the paragraph entitled “Keys and Original Documents” shall be delivered by Seller at the Phase I Property and Phase IB Property, as applicable, or made available for pick-up from Seller’s Property Manager on the Closing Date, and (ii) the Purchase Price shall be delivered by Buyer in accordance with the terms of Section 6.1(b).
Closing Mechanics. (a) Unless this Agreement shall have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder related to the purchase and sale of the Assets (the “Closing”) shall occur at 10:00 a.m. Pacific Time on the tenth (10th) day following the date that is the later of (i) the expiration of the Diligence Period, or (ii) the date on which all conditions to such Closing expressly stated in this Agreement are satisfied or waived in writing, or such other date as may be mutually agreed to in writing by the parties (the “Closing Date”). TIME IS OF THE ESSENCE. Subject to the preceding sentence, the parties hereto acknowledge that their respective intention is to have a Closing Date which is the last day of a calendar month. For purposes of the foregoing, if said 10th day is not the last day of a calendar month, the Closing Date shall be on the last day of the current calendar month in which said 10th day occurs. The Closing will be effective for accounting purposes as of 11:59:59 p.m. Pacific Time on the Closing Date (the “Effective Time”) such that the Closing Date will be a day of income and expense to Seller. The Closing shall take place through an exchange of consideration and documents using overnight courier service, wire transfers, electronic mail or facsimile.
(b) On the Closing Date, all documents and other materials required from Seller under Section 10.1(b) (collectively, the “Seller Documents”) and from Real Estate Purchasers and the TRS Entity under Section 10.1(c) (collectively, the “Purchaser Documents”) in order to effectuate the consummation of the Closing shall be delivered to the offices of the Title Company, as escrow agent, or at such other place as Purchaser may reasonably require. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to the Title Company or to Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing), and (ii) Real Estate Purchasers and the TRS Entity may deliver all of the Purchaser Documents required hereunder to the Title Company or to Seller’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing).
Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser of the full Preferred Share Issue Price in respect of each Preferred Share to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, in the manner described in Section 5.5), the Company shall issue to the Purchaser the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the Purchaser, free from all liens.
(b) The closing for each subscription for Preferred Shares pursuant to Section 2.1 (each, a “Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as may be agreed by the Parties, on the applicable Closing Date for such subscription. If any Closing would otherwise occur pursuant to Section 2.1 on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day.
(c) All proceedings to be taken and all documents to be executed and delivered by all Parties at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered.
(d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.
Closing Mechanics. Buyer and Seller shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing.
Closing Mechanics. All closings of any purchase and sale of Partnership Interests and/or DC Corp Shares, as applicable, by and among the Company and/or the Partners under this Article 8 will be held at the Company’s principal office. On or prior to any closing under this Article 8, the selling party and/or its Affiliates shall receive a release from any existing guarantees given by the selling party with respect to the Transferred Partnership Interest. At the closing, the Company and/or the purchasing party, as applicable, shall agree to indemnify and hold harmless the selling party with respect to any future liabilities it may incur as a result of its having been a Partner (other than any liabilities arising out of the selling party’s gross negligence or willful misconduct) and the selling party agrees to make customary representations and warranties as to the ownership of its Partnership Interest and/or DC Corp Shares, as applicable, and the due authorization, execution and delivery of any documents executed in connection with such sale.