Delayed Closings Sample Clauses

Delayed Closings. If any Assets are required to be conveyed to Buyer after Closing under Section 4.05(a)(iii) or Section 5.04(a)(iii), then (a) such Assets shall be deemed to no longer be Excluded Assets and shall be Assets for all purposes under this Agreement, (b) such Assets shall be conveyed on the date that is ten (10) Business Days after the applicable Title Defect or Environmental Defect is cured by Seller, (c) Seller shall convey such Assets to Buyer at a delayed closing in accordance with this Article XII, subject to the terms and conditions of this Agreement and (d) simultaneously with such conveyance, Buyer shall pay to Seller the Allocated Values, as adjusted by any Title Defect Value or Environmental Defect Value, for such Assets subject to adjustment pursuant to Section 12.02, solely to the extent not duplicative of any adjustments already made to the {1914556;9} - 37 - Purchase Price (unless the subject Title Defect Value or Environmental Defect Value is equal to or greater than the Allocated Value of any such retained Asset, in which event, Seller may elect in its sole discretion, to permanently retain such Asset).
Sample 1
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Delayed Closings. Your obligation to purchase and pay for the Delayed Closing Notes to be sold to you at each Delayed Closing is subject to the fulfillment to your satisfaction, on to the relevant Delayed Closing Date, of the following conditions:
Sample 1
Delayed Closings. At each Delayed Closing, the following transactions shall take place:
Sample 1
Delayed Closings. If any one or more of the Specified Conditions in relation to the Delayed Shares has neither been waived nor fulfilled before the satisfaction or waiver of all other conditions, either Sellers or Purchaser may elect that (a) the date for fulfillment or waiver of such Specified Conditions in relation to the Delayed Shares shall be deferred, whereupon the provisions of Sections 8.6 through 8.11 hereof shall apply in relation to such deferral and to the completion of the transfer of such Delayed Shares (the “Delayed Closing”), and (b) the Closing shall take place in relation to all of the Shares other than the Delayed Shares, with an adjustment to the Purchase Price in the amount allocable to the Delayed Shares as set forth on Schedule 2.5. In the event that a Subsidiary subject to a Delayed Closing is a Subsidiary of a Company whose Shares are to be transferred at the Closing, the parties hereto agree to cooperate and use their commercially reasonable efforts, which may include the consummation of certain mutually pre-approved internal restructuring transactions, to cause the Delayed Shares of such Subsidiary not to be transferred to Purchaser at the Closing by virtue of the transfer of the Shares of such Company to Purchaser.
Sample 1
Delayed Closings. Notwithstanding the provisions of Section 8.1 ---------------- that all of the Completed Properties are to be contributed to the Partnership on even date with this Agreement, the Contributors and the Partnership agree that 1000 Perimeter Park Completed Property, the RTIC (I-IV) Completed Property and 0000 Xxxxxxxxx Xxxx Xxxx Completed Property shall be delayed, in the case of 1000 Perimeter Park Completed Property and RTIC (I-IV) Completed Property to a Closing Date on or before January 31, 1997 and in the case of 0000 Xxxxxxxxx Xxxx Xxxx Limited Partnership to August 1, 1997. On even date herewith, the Project Entities that own these two Completed Properties shall enter into an exclusive development, leasing and management agreement with the Partnership for the provision of such services until contribution to the Partnership. In the case of the RTIC (I-IV) Completed Property, prior to contribution, the Contributors, at their sole cost and expense, agree to cash-out the interest of the non-accredited partners. 19.17.
Sample 1
Delayed Closings. (a) Buyer Group and Seller acknowledge that, notwithstanding anything contained herein to the contrary, the transfer, conveyance and delivery of the Japanese Regulatory Assets shall not occur on the Closing Date and shall not be a condition to the Closing. The parties will continue to use their reasonable best efforts to consummate and to cause their respective subsidiaries to consummate the transfer of the Japanese Regulatory Assets pursuant to the Asset Purchase Agreement, attached hereto as EXHIBIT A (the "Japan Asset Purchase Agreement"), to occur as promptly as practicable following the Closing.
Sample 1
Delayed Closings. (a) Notwithstanding anything to the contrary contained in this Agreement but subject to Article X, in the event that all of the conditions set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing and other than conditions relating to JV Transfer Requirements) have been satisfied, but a JV Transfer Requirement with respect to any of the Transferred JV Entities has not been satisfied (each such entity, a “Delayed Closing JV”), the Closing shall occur other than with respect to each such Delayed Closing JV and the related JV Transferred Assets. The equity interests in each Delayed Closing JV and the related JV Transferred Assets shall not be transferred to the Xxxxxx Group at or prior to the Closing and shall not constitute “Transferred Assets” unless subsequently transferred to the Xxxxxx Group at a Delayed Closing pursuant to this Section 2.06. Prior to the occurrence of a Delayed Closing, each Delayed Closing JV and the related JV Transferred Assets shall be held for the account of Dow and Dow shall remain entitled to all the benefits associated with the ownership of the equity interests in such Delayed Closing JV and the related JV Transferred Assets; provided, the Seller will hold in trust for the benefit of the Purchaser the amount of any Distributions from the date of this Agreement until the first anniversary of the Closing in an interest bearing account and will transfer such amounts to the Purchaser at the Delayed Closing; provided, however, the Seller will retain the amount of such Distributions if the JV Transfer Requirements with respect to a Delayed Closing JV are not satisfied on or prior to the first anniversary of the Closing Date.
Sample 1
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Related to Delayed Closings

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

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

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • First Closing The First Closing shall have occurred.

  • Postponement of Closing Date In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

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