Non-closing Sample Clauses

Non-closing. If the Required Exit has not been completed by the earlier of: (a) the 45th day following the date of the Drag-Along Notice (or, where any anti-trust or regulatory conditions are required to be satisfied before the Required Exit can be completed, within 45 days of the long-stop date for the satisfaction of such conditions in the Required Exit documentation (as agreed between the Dragging Investors and the Drag-Along Purchaser)); and (b) the Fund Investor sending a notice to the Remaining Security Holders that the Required Exit will not be completed, the Drag-Along Notice shall cease to be of effect and each Remaining Security Holder shall be irrevocably released from such obligations under the Drag-Along Notice, the Fund Investor shall promptly return to each Remaining Security Holder all documents (if any) previously delivered by such Remaining Security Holder in respect of the Required Exit and the rights of the Fund Investor pursuant to this Schedule 3 and all the rights and restrictions on Transfer contained in this Agreement with respect to Securities held or owned by the Fund Investor and such Remaining Security Holders shall again be in effect. THIS DEED is made on [  ]‌ SCHEDULE 4 DEED OF ADHERENCE BY [NAME] of [ADDRESS] (the “Proposed Security Holder”). SUPPLEMENTAL TO a Shareholders’ Agreement dated [  ] and made between, inter alios, (1) the Holding Companies and (2) the Fund Investor (as defined therein) as from time to time amended, varied, novated, supplemented or adhered to (the “Principal Agreement”) and in favour of (a) the original parties to the Principal Agreement and (b) any other person or persons who after the date of the Principal Agreement (and whether or not prior to or after the date of this Deed) adheres to the Principal Agreement (the “Continuing Parties”).
Sample 1
AutoNDA by SimpleDocs
Non-closing. If the Transfer of the Tag-Along Securities is not completed in accordance with Part A of this Schedule 2, the Tag-Along Seller shall be prohibited from pursuing the Tag-Along Sale and shall promptly return to each Tagging Security Holder all documents (if any) previously delivered by such Tagging Security Holder in accordance with paragraph 4, and all the restrictions on Transfer (whether relating to Direct Transfers or Indirect Transfers) contained in this Agreement with respect to Securities held or owned by the Tag-Along Seller and such Tagging Security Holder shall again be in effect.
Sample 1
Non-closing. If the Tag-Along Sale is not completed within the period set out in paragraph 3(a) above, the Fund Investor shall promptly return to each Tagging Security Holder all documents (if any) previously delivered by such Tagging Security Holder in respect of the Tag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Securities held or owned by the Fund Investor and such Tagging Security Holders shall again be in effect. Part 2 Drag-Along‌
Sample 1
Non-closing. If the Tag-Along Sale is not completed within the period set out in paragraph 1.3(a) above, the Tag-Triggering Seller shall promptly return to each Tagging Security Holder all documents (if any) previously delivered by such Tagging Security Holder in respect of the Tag-Along Sale, and all the restrictions on Transfer contained in this Agreement with respect to Securities held or owned such Tagging Security Holder shall again be in effect.
Sample 1

Related to Non-closing

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • Pre Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Pre-Closing Option Provided that the Recipient satisfies the terms and conditions of this Agreement, Recipient may elect to have Funds delivered by the OPWC to the Title Agent prior to Closing, subject to the terms and conditions of this Agreement and the Escrow Agreement. Recipient shall make such election, if at all, by delivering to the OPWC a Disbursement Request Form and Certification in the form of Appendix E to this Agreement (the "Disbursement Request"), which shall identify the Title Agent as payee and shall be delivered after the Recipient's receipt of a Notice to Proceed and not more than sixty (60) days prior to Closing. The OPWC shall then deliver to the Title Agent Funds to be disbursed under this Agreement for the land acquisition, which Funds may be held, together with the Matching Funds, in an account subject to the terms and conditions of the Escrow Agreement. Any interest that accrues thereon shall be used by the Recipient for settlement costs. If the interest paid on such escrow account exceeds the settlement costs to be paid by the Recipient, then such funds shall be applied to the Cost of Project. If all of the conditions to the release of Funds set forth in the Escrow Agreement have been satisfied, the Title Agent shall release the escrowed Funds at Closing and apply the same to the land acquisition costs in accordance herewith and the settlement statement executed and delivered at the Closing. After Closing, the Recipient may request additional disbursements of Funds available under this Agreement relating to the land acquisition, including costs incurred in connection with appraisal of the Land, closing costs, title search, environmental assessments and other eligible costs. Within sixty (60) days of Closing, the Recipient shall deliver to the OPWC, or shall cause the Title Agent to deliver to the OPWC, a copy of the recorded Deed Restrictions and deed, or other instrument appropriate for the interest in the Land, and the executed settlement statement. If the Recipient does not close within thirty (30) days of disbursement, the Recipient must contact the OPWC immediately.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

  • Date of Closing Subject to the conditions stated in this Agreement, the sale by Seller and the purchase by Buyer of the Assets pursuant to this Agreement (the “Closing”) shall occur on or before July 3, 2013, or such other date as Buyer and Seller may agree upon in writing (the “Closing Date”); provided however, that Seller shall have the right in its sole discretion to extend the Closing Date by up to thirty (30) days by written notice to Buyer if not all of the consents listed on Schedule 4.4 have been obtained.

  • At closing (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.

  • School Closing In the event that school is closed for any reason and the School District does not require employees to perform services, employees shall be compensated as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.