Closing Termination. The closing of the Transaction (the “Closing”) shall be effective between the Parties as of 12:00 p.m. Eastern Daylight Time on January 6, 2006 (the “Closing Date”). However, in the event that the Parties have not satisfied all of the conditions necessary to Close by the Closing Date including, without limitation, the completion, review and approval of the Disclosure Schedule (hereinafter the “Closing Conditions”) then, in such event, either Party may extend the time period for satisfying such Closing Conditions until 4:00 p.m. Eastern Daylight Time, February 28, 2006 (hereinafter the “Extended Time”) with the understanding and agreement that if the Closing Conditions are completed to the mutual satisfaction of the Parties by the Extended Time that this Transaction shall be effective as of the Closing Date. In the event that the Closing Conditions have not been completed to the mutual satisfaction of the Parties by the Extended Time, this Agreement may be terminated by either Party unless the Parties through their respective legal counsel otherwise agree in writing to an additional extension of time not to exceed ten (10) consecutive days beginning on the day immediately following the Extended Time for satisfying such Closing Conditions. The Closing shall be conducted remotely through the exchange of documents via fax or email with original documents exchanged via overnight, next day delivery by a reputable national courier on the Closing Date or, if the time for satisfying the Closing Conditions has been extended to the Extended Time, on the date on which the Extended Time ends. All deliveries made at the Closing shall be deemed to have been made simultaneously except as one delivery must logically be deemed to precede or follow another.
Closing Termination. 2 3.1 Closing............................................................. 2 3.2 Termination......................................................... 2 4.
Closing Termination. Subject to the satisfaction of the conditions set forth in this Section , the closing of the purchase and sale of the Purchased Assets (the “Closing”) shall take place at the offices of Special Manager at 11 Galgalei Haplada st. Hertzliya (or at such other place as the parties may designate in writing) at 10:00 a.m. (Israel time) on a date to be specified by the parties (the “Closing Date”), which date shall be May 31, 2010, subject to satisfaction or applicable waiver of the conditions for Closing set forth in this Section, unless another time or date, or both, are agreed to in writing by the parties hereto, and in any event not later than the Drop-Dead Date.
Closing Termination. Upon the terms and subject to the conditions of this Agreement, the closing of the sale, assignment, transfer and delivery of the 10% Notes provided for in Section 2(a) (the “Closing”) shall occur substantially simultaneously with the closing of the Private Financing (as defined below) (the date of such closing, the “Closing Date”) at the offices of Xxxxxx Xxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other location as the parties shall mutually agree. At the Closing, upon the terms and subject to the conditions of this Agreement, (1) the Purchaser shall deliver to each Holder the Purchase Price due to such Holder by wire transfer to the account identified to the Purchaser in writing by the Holder, and (2) each Holder shall deliver to the Purchaser all of such Holder’s 10% Notes (together with a duly executed assignment in the form attached as Exhibit A hereto). Each Holder hereby agrees that it shall promptly, upon the prior written request of the Purchaser, execute and deliver, or cause to be executed and delivered, any and all documents, assignments and other agreements and take or cause to be taken such additional action as the Purchaser may reasonably deem necessary or desirable to effect, consummate, confirm or evidence the transactions described herein.
Closing Termination. (a) The closing of the purchase and sale of the Purchased Securities referred to in Section 1.1(a) above (the "Initial Closing") will take place on the third business day after the conditions to the Initial Closing set forth in Sections 5.1 and 5.2 hereof shall have been satisfied or waived in writing, or on such other date as may be agreed by the parties hereto (the "Initial Closing Date").
Closing Termination. 3.1 The Company shall hold a closing (“Closing”) with respect to any Securities for which subscriptions have been accepted concurrently with the Closing (as defined in the Purchase Agreement).
Closing Termination. The closing (the "Closing") of the issuance of the Securities will take place immediately prior to the closing under the Merger Agreement at such date and time as selected by the Company and Roj (the "Closing Date"). At the Closing, the Company will deliver to each CVC Co-Investor certificates evidencing the number of shares of Class L Common Stock being acquired by such CVC Co-Investor.
Closing Termination. The Subscriber hereby acknowledges and agrees that the Agent may waive, in whole or in part, or extend the time for compliance with, any of the conditions for Closing in such manner and on such terms and conditions as the Agent may determine, acting reasonably, without in any way affecting the Subscriber's obligations, and may terminate this Subscription Agreement on behalf of the Subscriber in the event that any condition for Closing has not been satisfied.
Closing Termination. Upon the earliest to occur of (x) the Sponsor -------------------- to hold a Closing Date or a closing for additional Interests or (y) the determination by the Sponsor to liquidate the Fund or (z) the fulfillment of any other escrow termination conditions defined in the Memorandum, the Fund shall provide the Escrow Agent with a written notice thereof, which notice shall specify (i) that (r) the Closing Date has occurred with respect to the Payment or a closing has occurred with respect to r the Additional Funds or (s) the Fund is to be liquidated, or (t) an escrow termination condition was satisfied, as applicable; and (ii) either (a) if such notice specifies all or such portion of the escrow should be terminated pursuant to clauses (r) or (t) above, the Escrow Fund, including any income earned, shall be delivered to the Fund or its duly authorized custodian for investment pursuant to the Memorandum, the Subscription Agreement and the Partnership Agreement or the Fund or its duly authorized custodian for investment as described above or if such notice specifies that all or such portion of the escrow should be terminated pursuant to clause (s) above, Escrow Agent shall distribute the Escrow Fund and any income earned to the Subscribers, pro rata. Upon the Escrow Agent receiving such notice as described above, the Escrow Agent shall promptly, but in any event within five (5) business days, deliver the Escrow Fund, together with any income accrued thereon, as directed in such notice.
Closing Termination. The sale and assignment of the Personal Goodwill (the "Closing") shall take place at the offices of Xxxxxx and Xxxxx, LLP, at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Texas, at 10:00 a.m. (local time) on March 1, 2005, or at such other time and date as the Buyer and the Seller may agree (the "Closing Date").
