Commitment, Closing Date Sample Clauses
The "Commitment, Closing Date" clause establishes the deadline by which all parties must fulfill their obligations and finalize the transaction. It typically specifies a particular date or a method for determining the closing date, and may outline the conditions that must be met before closing can occur, such as obtaining necessary approvals or completing due diligence. This clause ensures that the transaction proceeds in a timely manner and provides certainty to all parties by setting a clear timeframe for completion.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and such Purchaser agrees to purchase from the Allied Holdings, Inc. Note Agreement Company, Notes in the principal amount set forth opposite such Purchaser's name on Schedule I hereto at a price of 100% of the principal amount thereof on the Closing Date. Delivery of the Notes will be made at the offices of Chap▇▇▇ ▇▇▇ Cutl▇▇, ▇▇1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ainst payment therefor in Federal Reserve or other funds current and immediately available at the principal office of The First National Bank of Boston in the amount of the purchase price at 10:00 A.M. Chicago time, on February 1, 1996 or such later date (not later than February 15, 1996) as shall mutually be agreed upon by the Company and the Purchasers (the "Closing Date"). The Notes delivered to each Purchaser on the Closing Date will be delivered to such Purchaser in the form of a single registered Note in the form attached hereto as Exhibit A for the full amount of such Purchaser's purchase (unless different denominations are specified by such Purchaser), registered in such Purchaser's name or in the name of such Purchaser's nominee, all as such Purchaser may specify at any time prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to you, and you agree to purchase from the Company, Notes in the aggregate principal amount set forth opposite your name in the attached Schedule I at a price of 100% of the principal amount thereof.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to you, and you agree to purchase from the Company, Notes of the Series and in the principal amount set forth opposite your name on Schedule I hereto at a price of 100% of the principal amount thereof on the Closing Date hereinafter mentioned. Delivery of the Notes will be made at the offices of C▇▇▇▇▇▇ and C▇▇▇▇▇, 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, against payment therefor in Federal Reserve or other funds current and immediately available at the principal office of The Chase Manhattan Bank in New York, New York in the amount of the purchase price at 10:00 A.M., Houston time, on July 16, 1997 (the "Closing Date"). The Notes delivered to you on the Closing Date will be delivered to you in the form of a registered Note or registered Notes of each Series to be purchased by you in the form attached hereto as Exhibit A-1 or A- ▇, as appropriate, for the full amount of your purchase (unless different denominations are specified by you in writing at least three Business Days prior to the Closing Date), registered in your name or in the name of such nominee as you may specify, all as you may specify at any time prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth:
(a) you hereby agree with the Company as follows:
(i) You waive any Default or Event of Default under Sections 5.9, 5.10 and 5.13 hereof arising solely from the Transactions;
(ii) The Spin-off will not constitute a Restricted Payment for purposes of Section 5.9 hereof, provided that the Spin-off is completed by November 1, 1998;
(iii) None of the Transactions will constitute a disposition of assets for purposes of Section 5.10 hereof, provided that the Spin-off is completed by November 1, 1998; and
(iv) None of the Inter-Company Agreements will constitute a transaction or arrangement with any Affiliate for purposes of Section 5.13 hereof; and
(b) the Company agrees to issue to you in exchange for the Old Notes held by you, and you agree to surrender such Old Notes to the Company in exchange therefor and for payment of accrued interest on the Old Notes to and including the Closing Date, New Notes in the principal amount set forth opposite your name on Schedule I hereto in a principal amount equal to the unpaid principal amount of such Old Notes on the Closing Date hereafter mentioned. Delivery of the New Notes will be made at the offices of Chap▇▇▇ ▇▇▇ Cutl▇▇, ▇▇1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ainst surrender of Old Notes in the same principal Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) amount as the New Notes at 10:00 A.M., Chicago, Illinois, time, on August 28, 1998 or such earlier date as may be determined by not less than five Business Days' prior written notice from the Company to the Purchasers (the "Closing Date"). The New Notes delivered to you on the Closing Date will be delivered to you in the form of a registered Note or registered Notes to be acquired by you in the form attached hereto as Exhibit A, for the full amount to be acquired by you (in the denominations specified by you in Schedule I), registered in your name or in the name of your nominee, all as you may specify at any time prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, Debentures in the aggregate principal amount of Three Million Dollars ($3,000,000.00) at a price of 100% of the principal amount thereof. Delivery of the Debentures will be made at the offices of Tandem Capital, Inc., Nashville, Tennessee, against payment therefor by federal funds wire transfer in immediately available funds and to the accounts and in the amounts set forth in the Company's wire instructions in the form of Exhibit B hereto, at 10:00 A.M., Nashville time, on June 27 or such later date as the Company and Purchaser shall agree (the "Closing Date"). The Debentures delivered to Purchaser on the Closing Date will be delivered to Purchaser in the form of a single registered Debenture for the full amount of such purchase (unless different denominations are specified by Purchaser), registered in Purchaser's name or in the name of such nominee as Purchaser may specify and, with appropriate insertions, in the form attached hereto as EXHIBIT A-1, all as Purchaser may specify at least 24 hours prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Obligors agree to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Obligors, 1995 Notes of the Obligors in the aggregate principal amount and of the tranche set forth opposite such Purchaser’s name in Schedule I, at a price of 100% of the principal amount thereof on the Closing Date hereinafter mentioned. Delivery of the 1995 Notes will be made at the offices of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, against payment therefor in Federal or other funds current and immediately available at the principal office of M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA # ▇▇▇-▇▇▇-▇▇▇ Account No. 27-8823 in the amount of the purchase price at 10:00 A.M., Chicago time, on September 28, 1995 or such later date (not later than September 29, 1995) as the Obligors shall specify by not less than five Business Days’ prior written notice to each Purchaser (the “Closing Date”). The 1995 Notes delivered to each Purchaser on the Closing Date will be delivered to each Purchaser in the form of a single registered Note of the appropriate tranche and for the full amount of each Purchaser’s purchase (unless different denominations are specified by such Purchaser), registered in such Purchaser’s name or in the name of such nominee as such Purchaser may specify and in substantially the form attached hereto as Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit A-3, respectively, as the case may be, all as such Purchaser may specify at any time prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to you, and you agree to purchase from the Company, Notes of the Company at a price equal to 100% of the principal amount thereof set forth opposite your name in Schedule 1. The sale and purchase of the Notes shall take place on such date not later than March 22, 1996 as shall be mutually agreed upon by the Company and the Purchasers (the "CLOSING DATE"). On the Closing Date, delivery of the Notes will be made against payment therefor in funds current and immediately available at First Bank National Association, First ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA #▇▇▇▇▇▇▇▇▇, account number: 150250050179, account name: ▇▇▇▇-▇▇▇▇▇ Company, at 10:00 A.M. Minneapolis, Minnesota time for credit to the account of the Company upon advice to do so from special counsel to the Purchasers. Unless you notify the Company at least three days prior to the Closing Date, the Notes delivered to you will be delivered to you in the form of a single registered Note, registered in your name or in the name of such nominee as you may specify.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Borrowers agree to issue and sell to Purchaser, and Purchaser agrees to purchase from the Borrowers, Notes (the "Notes") in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000.00) at a purchase price equal to 100% of the principal amount thereof, at the Closing. Delivery of the Notes (the "Closing") shall be made at the offices of Tandem Capital, Inc., Nashville, Tennessee, against payment therefor by federal funds wire transfer in immediately available funds and to the accounts and in the amounts set forth in the Borrowers' wire instructions in the form of Exhibit B hereto, at 10:00 A.M., Nashville time, on June 22, 1998, or such later date as the Borrowers and Purchaser shall agree (the "Closing Date"). The Notes delivered to Purchaser on the Closing Date shall be delivered to Purchaser in the form of a single Note for the full amount of such purchase price (unless different denominations are specified by Purchaser), registered on the books of the Borrowers in Purchaser's name or in the name of such nominee as Purchaser may specify and, with appropriate insertions, in the form attached hereto as Exhibit A-1, all as Purchaser may specify at least 24 hours prior to the date fixed for delivery.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations, warranties, covenants and agreements set forth herein, the Company agrees to sell to Abbott, and Abbott agrees to purchase from the Company, the Note in the respective aggregate principal amount as set forth in Exhibit A at a purchase price of one hundred percent (100%) of the principal amount thereof on the Closing Date (as defined herein). The closing of the purchase and sale of the Note will be made at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, against payment therefor of the purchase price by wire transfer in immediately available funds at 1:00 p.m. Pacific time, August 19, 1998, or such later date as shall mutually be agreed upon by the Company and Abbott (the "Closing Date"). The Note delivered to Abbott on the Closing Date will be delivered to Abbott in the form of a single Note in the form attached hereto as Exhibit A for the full amount of ▇▇▇▇▇▇'▇ purchase.
Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Constituent Companies agree to issue and sell to you, and you agree to purchase from the Constituent Companies, Notes in the principal amount set forth opposite your name on Schedule I hereto at a price of 100% of the principal amount thereof on the Closing Date hereafter mentioned. Delivery of the Notes will be made at the offices of Chap▇▇▇ ▇▇▇ Cutl▇▇, ▇▇1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ainst payment therefor in Federal Reserve or other funds current and immediately available at United Missouri Bank, Kansas City, Missouri, ABA #1010▇▇▇▇▇, ▇▇ct. #9870515318 in the amount of the purchase price at 10:30 A.M., New York, New York time, on October 31, 1995 or such later date (not later than November 1, 1995) as shall mutually be agreed upon by the Constituent Companies and the Purchaser (the "Closing Date"). The Notes delivered to you on the Closing Date will be delivered to you in the form of a single registered Note in the form attached hereto as Exhibit A for the full amount of your purchase (unless different denominations are specified by you), registered in your name or in the name of such nominee, as may be specified in Schedule I attached hereto and in substantially the form attached hereto as Exhibit A.