Phase 2 Closing Clause Samples
The 'Phase 2 Closing' clause defines the terms and procedures for completing the second stage of a multi-phase transaction. It typically outlines the specific conditions that must be met before the second closing can occur, such as regulatory approvals, delivery of documents, or satisfaction of prior obligations. This clause ensures that both parties understand the requirements and timing for moving forward with the next phase, thereby providing structure and reducing uncertainty in complex, staged deals.
Phase 2 Closing. The Closing on the purchase and sale of the Phase 2 Easements (the "Phase 2 Closing") shall occur on a date and at a time and place mutually agreeable to the parties, but in any case, no later than January 31, 2001.
Phase 2 Closing. At the Phase 2 Closing, the Deposit (i.e., $10,000,000.00, plus $100,000.00 if the Due Diligence Period is extended by Buyer pursuant to Section 3.3 below, plus any interest earned thereon) shall be released from Escrow, paid to Seller and credited against the Phase 2 Purchase Price (Defined in Section 2.4, Payment of Purchase Price at the Closings, below). 2.4
Phase 2 Closing. Subject to the satisfaction of the conditions set forth in Article VII, the consummation of Phase 2 (the “Phase 2 Closing”) shall take place on the Phase 2 Closing Date at the time and in the manner which the Parties may agree in writing.
Phase 2 Closing. Within sixty (60) days after the Phase 2 Closing Date, the Ceding Companies shall prepare and deliver to Buyer a statement (the “Phase 2 Closing Statement”) setting forth the Ceding Company’s updated calculations, calculated in accordance with the Accounting Principles, of (i) the Phase 2 Estimated Initial Reinsurance Premium Part A, (ii) the Phase 2 Estimated Initial Reinsurance Premium Part B, (iii) the Book Value of the applicable Investment Assets listed in Phase 2 Annex A and Phase 2 Annex B as of the Phase 2 Effective Time, (iv) the Fair Market Value of the applicable Investment Assets listed in Phase 2 Annex A and Phase 2 Annex B as of the Phase 2 Closing Date and (v) the Existing IMR Amount as of the Phase 2 Effective Time and Transaction IMR Amount immediately after giving effect to the Phase 2 Closing, with related amortization schedules; provided, that if the Ceding Companies fail to deliver a complete Phase 2 Closing Statement within such period, the Phase 2 Estimated Settlement Statement shall be deemed to be the “Phase 2 Closing Statement” for all purposes hereunder. Following delivery (or deemed delivery) of the Phase 2 Closing Statement, in connection with Buyer’s review of the Phase 2 Closing Statement, each Ceding Company shall make available (upon Buyer’s reasonable written request to such Ceding Company and at reasonable times) to Buyer and its Representatives the Books and Records, used by such Ceding Company in the preparation of the Phase 2 Closing Statement as well as reasonable access to appropriate personnel of such Ceding Company, its Affiliates and their respective Representatives involved in the preparation of the Phase 2 Closing Statement; provided, however, that the independent accountants of each Ceding Company and its Affiliates shall not be obligated to make any work papers available to Buyer unless and until Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.
Phase 2 Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Phase 2 Closing (i) each Ceding Company shall cede to Buyer the Reinsured Liabilities that were not ceded at the Phase 1 Closing, and Buyer shall reinsure such Reinsured Liabilities, pursuant to, and in accordance with, the Amended and Restated Reinsurance Agreements and (ii) PLC and Buyer will enter into the Amended and Restated Cover Letter Agreement.
Phase 2 Closing. Subject to the provisions of Section 7.3 above, the consummation of the lease or transfer of the Phase 2 Residential Site and the lease of the Phase 2 Office Site, if applicable, to Developer as contemplated herein (“Phase 2 Closing”) shall be held at such place as mutually agreed by City and Developer, at 3:00 p.m. on or before the (30th) day after the date City notifies Developer and Developer confirms, that any required subdivision of
Phase 2 Closing. (i) On March 31, 2021, if all the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Phase 2 Closing, but subject to the satisfaction or waiver of those conditions at the Phase 2 Closing) (the “Phase 2 Condition Satisfaction”) on or prior to March 31, 2021 or (ii) on such other date as the parties hereto may agree in writing, the transactions contemplated by this Agreement shall take place at a closing (the “Phase 2 Closing”) that shall be held no later than 10:00 a.m., New York City time, at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time and place as the parties hereto may agree in writing (the date on which the Phase 2 Closing takes place being the “Phase 2 Closing Date”).