Closing of Purchase and Sale. The closing of the purchase and sale of the Initial Units shall take place at the offices of the Company immediately following the execution of this Agreement. At the closing, the Company shall deliver to the Purchaser a certificate evidencing the Initial Units, registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
Closing of Purchase and Sale. The closing of any purchase and sale of the Interest of any Member selling its Interest (the “Selling Member”) pursuant to this Article 7 shall be held at the principal office of the Member that is purchasing the Interest of the Selling Member (the “Purchasing Member”) Member (or its counsel) on or before the forty-fifth (45th) day after the expiration of the applicable thirty (30)-day period set forth in Section 7.04 (if applicable), or, if earlier, the forty-fifth (45th) day after the Effective Date of the Default Notice or Buy-Sell Notice, as applicable). The Selling Member shall transfer to the Purchasing Member (or such Member’s nominee(s)) the entire Interest of the Selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the Purchasing Member (or such Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims as such Purchasing Member (or such Member’s nominee(s)) shall reasonably request.
Closing of Purchase and Sale. The Closing of any purchase and sale of a Partnership Interest pursuant to Article 17.1, 17.2, 17.3, 17.4 or 17.5 of this Agreement shall take place at the principal office of the Partnership, or such other place designated by the General Partner, on the date determined as follows (the "Closing"):
Closing of Purchase and Sale. The closing of a purchase and sale pursuant to this Article VII shall be held at the principal office of the Company in California on a Business Day designated by the Non-Defaulting Member that is not later than sixty (60) days after the expiration of the thirty (30)-day period set forth in Section 7.04. The Defaulting Member shall transfer to the purchasing Non-Defaulting Member (or such Member's nominee(s)) the entire Interest of the Defaulting Member free and clear of all liens, security interests, and competing claims and shall deliver to the Non-Defaulting Member (or such Member's nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims as the Non-Defaulting Member (or such Member's nominee(s)) shall reasonably request.
Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day designated by the buying Member within ninety (90) days following the earlier of (i) the effective date upon which the Non-Electing Member delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty (60)-day option period set forth in Section 8.03. Each Selling Member shall transfer to the buying Member (or such buying Member’s nominee(s)) the entire Interest of such Selling Member free and clear of all liens, security interests and competing claims and shall deliver to the buying Member (or such buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee(s)) shall reasonably request. The Buy/Sell Purchase Price for each Selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, a confirmed wire transfer of readily available federal funds in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s Interest, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective as of the closing for the purchase of the Selling Members’ Interests, the Selling Members shall withdraw as members of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to the buying Member as required in this Section, then the buying Member (in addition to all rights and remedies afforded by law or equity) shall be entitled to the remedy of specific performance.
Closing of Purchase and Sale. The closing of the purchase and sale provided for herein (the “Closing”) shall take place at the offices of Sxxxx, Gxxxxxxx & Rxxxxxx, LLP, 1230 Peachtree Street, N.E., Suite 3000, Xxxxxxxxx XX, Xxxxxxx, Xxxxxxx 00000-0000, beginning at 5:00 p.m. EST on December 31, 2009, or at such other time and place as the parties shall mutually agree upon (the “Closing Date”). The Closing shall be made effective as of 5:30 p.m. EST on the Closing Date.
Closing of Purchase and Sale. The closing of the purchase and sale of the Sponsor Warrants hereunder, including payment for and delivery of the Sponsor Warrants, shall take place at the offices of the Company or the Company’s legal counsel immediately prior to, and shall be subject to, the consummation of the Initial Public Offering. At the closing, the Company shall deliver to the Sponsor a certificate evidencing the Sponsor Warrants, substantially in the form attached as an exhibit to the Warrant Agreement, registered in the Sponsor’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
Closing of Purchase and Sale. The purchase and sale of the Debentures (the "Closing") will take place at the office of Lewix xxx Roca, 00 Nxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, xx May 1, 1995 (or on another date if you and the Company agree in writing) (the "Closing Date"). On the Closing Date, the Company will deliver to you Debentures against payment of the purchase price by your certified or cashiers checks payable to the order of the Company or wire transfer of immediately available federal funds. The Debentures purchased by you will be evidenced by appropriate certificates issued to each of you, in definitive form as set forth in Exhibit B, divided among you as set forth in Exhibit B, and registered in your names or the names of your nominee or nominees.
Closing of Purchase and Sale. The closing of the purchase and sale of the Founder Units shall take place at the offices of the Company immediately following the execution of this Agreement. At the closing, the Company shall deliver to the Purchaser a certificate evidencing the Founder Units, registered in the Purchaser’s name, upon the payment of the aggregate purchase price therefor in immediately available funds by delivery of a cashiers check or by wire transfer to an account designated by the Company.
Closing of Purchase and Sale. (i) The purchase and sale of the First Tranche (the “Initial Closing”) shall take place at the offices of the Company, as soon as practicable after satisfaction of the terms and conditions of this Agreement relating to the Initial Closing; provided, however, that if such day is a Saturday, Sunday or legal holiday (in the State of Delaware or in Rome, Italy), the Initial Closing shall take place on the following Business Day (such date, the “Initial Closing Date”). At the Initial Closing, (1) the Company shall deliver to the Investor the various certificates, instruments and documents referred to in Section 3 below, (2) the Investor shall deliver to the Company the various certificates, instruments and documents referred to in Section 4 below, (3) the Company shall issue to the Investor the applicable Preferred Interests being purchased by the Investor by appropriate notation in the Member Register, and (4) the Investor shall deliver to the Company, by wire transfer of immediately available funds to an account identified by the Company and communicated in writing to the Investor at least 15 (fifteen) days prior to the Initial Closing, the Initial Purchase Price. Notwithstanding the foregoing, if the purchase and sale of the First Tranche takes place at more than one closing, then the Company and the Investor shall only be required to deliver the deliverables set forth in foregoing clauses (1) and (2) at the first such closing.
