Closing Post Closing Clause Samples

Closing Post Closing. 46 8.1 City’s Closing Documents 46 8.2 HUPEG Entities’ Closing Documents 48 8.3 Extension of Closing Date 51 8.4 Electronic Registration 51 9.1 Notices 52 9.2 City as Regulatory Authority 53 9.3 Obligations as Covenants 53 9.4 Covenants of HUPEG 53 9.5 One Voice for HUPEG Entities 54 9.6 Fees and Costs 54 9.7 Index and Headings 54 9.8 Invalidity of Provisions 54 9.9 Successors and Assigns 54 9.10 Designating Applicable HUPEG Entities 54 9.11 Tender 55 9.12 Amendment of Agreement 55 9.13 Further Assurances 55 9.14 Entire Agreement 55 9.15 Time of Essence 56 9.16 Planning Act 56 9.17 No-Merger 56 9.18 Governing Law 56 9.19 Counterparts 56 9.20 MOU Superseded 56 9.21 Relationship of the Parties 56 THIS AGREEMENT made as of the 26th day of October, 2021. B E T W E E N: WHEREAS the capitalized words used herein have the meaning ascribed thereto in Section 1.1 unless the context otherwise requires; AND WHEREAS in December, 2017 Hamilton City Council (“City Council”) adopted a motion to seek opportunities (the “Initiative”) for private sector participation in the redevelopment of the Arena, the Concert Hall and the Convention Centre (collectively, the “Entertainment Venues”) in a manner that would eliminate the City’s subsidization of those three venues; AND WHEREAS ▇▇▇▇▇ responded to the Initiative by proposing, at its own cost, to redevelop or renovate, as applicable, the Entertainment Venues (and take on the ongoing capital and operating requirements of those facilities, with no subsidy from the City (except as specifically provided in this Agreement or the Closing Documents) (the “Revitalization Plan”) in consideration of the transfer of certain lands and other consideration from the City, all in accordance with the terms set out in this Agreement; AND WHEREAS ▇▇▇▇▇ delivered to the City a proposed memorandum of understanding with respect to ▇▇▇▇▇’s proposed Revitalization Plan and the transactions that may result therefrom and, following approval by City Council, the City executed such memorandum of understanding (the “MOU”); be a HUPEG Person), each to carry out the Revitalization Plan with respect to an Entertainment Venue and HUPEG will carry out the development of the Development Properties;
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Closing Post Closing. 4.1. The closing of the transactions contemplated hereunder (the “Closing”) will take place on the date hereof, unless another date is agreed to in writing by the parties (the “Closing Date”). The Closing shall take place at Buyer's offices located at 2▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another place is agreed to in writing by the parties. 4.2. After the Closing, as reasonably requested by Buyer, Seller shall provide reasonable assistance to the Buyer and its accountants and attorneys in connection with the preparation of financial reports and tax returns of Buyer as they relate to the Transferred Assets. Selling Parties shall be reimbursed for all expenses and costs incurred by them in providing such assistance. Selling Parties will not be required to provide any assistance or disclose any information with respect to matters taken adverse to the interests or which may be taken adversely to the interests of the Selling Parties. 4.3. The Selling Parties shall, from time to time, at Closing or at any time thereafter, do or procure the doing of all such acts and/or execute or procure the execution of all such documents, in a form reasonably satisfactory to Buyer, as Buyer may reasonably consider necessary for giving full effect to this Agreement and securing to Buyer the full benefit of the rights, powers, and remedies conferred upon Buyer in this Agreement. 4.4. Seller shall promptly, but no later than 10 business days after the Closing Date, transfer or deliver to Buyer any of the Transferred Assets delivered to, or retained or received by, Seller after the Closing Date. 4.5. Immediately following the Closing, Seller shall cooperate and comply with any and all strategies, policies and steps reasonably necessary, appropriate or desirable, related to Buyer's communications and interactions with contributors to and supervisors of the community known as the “Wiki Answers Community” (the “Community”) for the purpose of preserving the community aspects of the web property known as w▇▇.▇▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “FAQ Farm Websites”) and ensuring the continuity of active Community participation by Internet users, including, but not limited to, those steps as set forth on Exhibit B attached hereto. 4.6. Immediately following the Closing, Seller undertakes to complete the required documentation in order to complete and execute the assignment of ownership to Buyer of the domain names, registered trademarks, trademark applications...
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Closing Post Closing. Closing 7.1 No later than three (3) Business Days prior to the Closing, the Purchaser will furnish the Company with details of an account maintained with a TASE member, in which the Purchased Shares will be deposited, including the name of the holder of the account and the account number (hereinafter the “Account”). Such Account shall either be in the name of the Purchaser, or in the name of the financial institution with which the Purchaser opened a securities account and that has entered into a custodian agreement with the TASE member governing the holding of the Purchased Shares through such TASE member. Initials Bayer: Page 11 of 21 Initials Evogene: 7.2 The Purchaser will wire transfer the Investment Amount in U.S. dollars to the Company’s bank account as detailed below: First International Bank Swift Code: ▇▇▇▇▇▇▇▇▇▇▇ Ramat Hachayal Branch, Branch no. 121 Payable to: Evogene Ltd. Account no. 600555 Bank telephone number: +▇▇▇-▇-▇▇▇-▇▇▇▇ Bank facsimile number: +▇▇▇-▇-▇▇▇-▇▇▇▇ 7.3 If required by the Law for the Encouragement of Research and Development in Industry, 1984, or any other applicable laws and regulations, the Purchaser will deliver to the Company an executed copy of an Undertaking towards the Israeli Chief Scientist of the Ministry of Industry, Trade and Employment (the “OCS”) substantially in the form attached hereto as Exhibit 7.3 or in any other form required by the OCS with respect to all OCS funded projects which are still ongoing and/or from which royalties are still due and payments are made. 7.4 The Company shall deliver to the Purchaser a letter from the Company’s Chief Executive Officer confirming that (i) the Board of Directors of the Company has approved the transaction and the issuance of the Purchased Shares to the Purchaser, and (ii) the Company’s representations and warranties herein are true and correct as of the Closing Date as though made again at the Closing Date, subject to the qualification set forth in Section 6.2(i) above, and that the Company has performed and complied with all obligations and covenants required by this Agreement to be performed or complied with by it prior to or at the Closing. 7.5 The Company shall deliver to the Purchaser the following documents: (i) A copy of the share certificate registered in the name of the Nominee Company representing the Purchased Shares (the “Share Certificate”); (ii) A copy of the approval by the TASE for registration of the Purchased Shares for trading; (iii) A copy of th...
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Closing Post Closing 
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Related to Closing Post Closing

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.