Preliminary Statement; Closing Sample Clauses

Preliminary Statement; Closing. Upon notice by Brookfield to Oaktree (the “Brookfield Closing Notice”) setting forth the expected Transaction Effective Date (which notice shall not be less than five Business Days prior to the expected Transaction Effective Date), Oaktree shall promptly deliver to Brookfield, and in no event later than 5 p.m. EST on the Business Day prior to the expected Transaction Effective Date set forth in the Brookfield Notice, a statement (the “Preliminary Closing Statement”) that provides the amount of each of the O&O Receivable and the Feeder Expense, in each case, as of the last day of the month (inclusive thereof) immediately prior to the date of the Brookfield Closing Notice (such amount, the “Closing Payment”), as determined by the REIT. The Preliminary Closing Statement shall include any supporting documentation necessary for Brookfield to verify such amounts. On the Transaction Effective Date, Brookfield shall pay to Oaktree the Closing Payment by wire transfer of immediately available funds to a single bank account designated by Oaktree.
Sample 1
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Preliminary Statement; Closing 
Sample 1

Related to Preliminary Statement; Closing

  • PRELIMINARY STATEMENTS A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

  • PRELIMINARY STATEMENT The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Yield Maintenance Agreement and the Reserve Fund) be treated for federal income tax purposes as comprising three real estate mortgage investment conduits (each, a “REMIC”): Lower-Tier REMIC 1, Middle-Tier REMIC 1 and Upper-Tier REMIC 1. Lower-Tier REMIC 1 shall hold the assets of the Trust Fund related to the Aggregate Pool and shall issue several uncertificated interests, including the LT-R-1 Interest, which is hereby designated as the sole residual interest in Lower-Tier REMIC 1. Each remaining uncertificated interest in Lower-Tier REMIC 1 is hereby designated as a REMIC regular interest.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Preliminary Settlement Statement Seller and Buyer shall execute and deliver the Preliminary Settlement Statement.

  • Preliminary Matters The Chair of the Hearing Panel will ask each party if it has any objections to the constitution of the Hearing Panel. Responses will be noted and recorded. If an objection is raised, the party raising the objection will be asked to immediately outline the objection. The Hearing Panel will then determine the merits of the objection.

  • Buyer Preamble Buyer Claims Section 8.1 Buyer Group Section 8.1 Cash Consideration Section 2.2.1 Closing Section 2.2. Closing Balance Sheet Section 2.2.4 Closing Date Section 2.2 Closing Net Worth Section 2.2.4 Closing Working Capital Section 2.2.4 Company Preamble Company Balance Sheet Section 3.6 Common Stock Preamble Company Contracts Section 3.18.1 Company Financial Statements Section 3.6 Company Insurance Contracts Section 3.19 Company Plans Section 3.11.1 Company Proprietary Rights Section 3.17.1 Company Subs Section 3.2.2 Confidentiality Agreement Section 3.17.5 Eligible Employee Pool Section 2.2.3(a) Employee and Contractor List Section 3.12.2 Employee Agreement Section 6.4 Encumbrances Section 3.15.1 Escrow Account Section 2.2.2 Escrow Agent Section 2.2.2 Escrow Agreement Section 2.2.2 Escrowed Consideration Section 2.2.2 Excluded Transactions Schedule Section 3.25 Governmental Entity Section 3.5.2 Key Employee Agreement Section 6.4 Liabilities Section 3.7.2 Like Minds Amendment Section 3.27 Other Equity Interests Section 3.2.2 Parent Section 3.27 Permits Section 3.8. Plans Section 7.2.12 Pre-Closing Tax Period Section 6.9 Purchase Section 2.1 Purchase Price Section 2.1 Quadrille Termination Section 3.27 Sanbar Waiver Section 3.27 SBC Waiver Section 3.27 Sellers Preamble Shareholder Key Employee Agreement Section 6.4 Stock Transfer Agreement Section 3.27 Stockholder Payments Section 2.2.3 Stockholders Preamble Stockholders Agent Section 2.2.7 Tax Section 3.10.1 Tax Return Section 3.10.1 Third-Party Buyer Claims Section 8.4.2 Treasury Regulations Section 3.10.1 Welfare Plan Section 3.11.5 Zensar Amount Section 1.3.6 Zensar Option Section 3.27

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • INTRODUCTORY STATEMENT The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

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

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

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