The Closing Sample Clauses
The Closing clause defines the procedures and requirements for finalizing a transaction or agreement. It typically outlines the date, location, and conditions that must be met before the parties can complete the deal, such as the exchange of documents, payment of funds, or transfer of assets. By specifying these details, the clause ensures that both parties understand the steps necessary to officially conclude the transaction, thereby reducing the risk of misunderstandings or disputes at the final stage.
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The Closing. (a) The closing of the purchase and sale of all the Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which the Schedule 13E-3 (as defined in Section 6.8(b) below) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.”
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser the Sale Shares and such other deliveries by transferring the Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser, in each case in accordance with the instructions provided by the Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) immediately available funds by wire transfer into an account designated by the Seller in the amount of the Purchase Price payable by the Purchaser; and
(B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement due to be made at Closing have been made.
The Closing. The sale and purchase of the Receivables shall take place at a closing at the offices of M▇▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 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.
The Closing. The sale and purchase of the Receivables shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date at a time mutually agreeable to the Seller and Ally Auto, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer Agreements.
The Closing. The closing of the transactions contem plated by this ----------- Agreement (the "Closing") shall be held at 9:00 a.m. local time on the date of the Effective Time at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other date, place and time as the parties may agree.
The Closing. (a) Subject to the provisions of SECTION 11.1, the closing of the purchase and sale of the Asset (the “Closing”) shall take place on the Initial Closing Date, or, if extended as described below, the Extended Closing Date, or such other earlier date as mutually agreed to by the Buyer and the Seller (such date or any extension thereof as described below, the “Closing Date”), Time Being Of The Essence with respect to the Buyer’s and the Seller’s obligations hereunder on the Closing Date, subject only to the rights to adjourn the Closing Date as it may otherwise be extended pursuant to SECTION 4.4 or as a result of either party’s cure right under SECTION 11.2. The Buyer may extend the Initial Closing Date for no longer than the Extended Closing Date upon written notice to the Seller of such extension delivered to the Seller prior to the expiration of the Initial Closing Date and delivery of the Extension Deposit in immediately available funds by wire transfer to the Escrow Agent on or prior to the expiration of the Initial Closing Date. Any extension of the Initial Closing Date or other adjournment of the Closing Date (including without limitation as the result of either party’s cure right under SECTION 11.2) pursuant to the express terms of this Agreement shall be deemed to be an extension or adjournment of the closing date under all of the other Related Agreements (and will require the delivery of the extension deposits under the other Related Agreements in the same manner as set forth above and vice versa in the event of any extension or adjournment of the closing date under any of the Related Agreements). Notwithstanding anything to the contrary herein, if the Closing shall not have occurred on or before the Drop Dead Date for any reason other than a material breach or default by the Seller or the Buyer, then either such non-defaulting party shall have the right to terminate this Agreement subject to the terms and provisions of SECTION 11.1.
(b) The Closing shall be held on the Closing Date at the offices of the Escrow Agent or at such other location agreed upon by the parties hereto.
(c) Notwithstanding any other provision herein to the contrary, there shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing may be delivered to Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute...
The Closing. The sale and purchase of the Receivables shall take place at a closing at a place, on a date and at a time mutually agreeable to World Omni and WOAR and may occur simultaneously with the closing of any related transactions contemplated by (a) the Sale and Servicing Agreement and (b) the Indenture.
The Closing. 4.1 Subject to the terms of this Agreement, the transactions contemplated under this Agreement shall take place remotely via the exchange of documents and signatures, on March 19, 2025 or on such other date as the Sellers and the Purchaser may mutually agree upon in writing (the “Closing Date”).
4.2 Closing deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser the following items:
(i) a true and complete copy of the resolutions duly and validly adopted by the managers of the Company in the form attached hereto as Exhibit B, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(ii) a true and complete copy of the resolutions duly and validly adopted by the members of the Company in the form attached hereto as Exhibit C evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(iii) Certificate of the Company’s Interests together with related Interests transfer deeds, sufficient to transfer the Interests to the Purchaser free and clear of all debt and/or lien; and
(iv) without limitation by specific enumeration of the foregoing, all other documents reasonably required from the Sellers and/or the Company to consummate the transactions contemplated hereby.
4.3 Closing deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers the following items:
(v) the Base Payment; and
(vi) a true and complete copy of the resolutions duly and validly adopted by the board of directors of the Purchaser and ▇▇▇▇▇’ Brands, in the forms attached hereto as Exhibit D evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby.
4.4 Prior to the Closing, unless otherwise waives by the Sellers, the Company shall have substituted all the outstanding personal guarantees provided by the Sellers or the Sellers’ beneficial owners in favor of the Company (the “Personal Guarantees”) with a guarantee provided by the Purchaser in similar amount such that the Personal Guarantee shall be discharged and released in full. In addition, prior to or at the Closing, the Company will be free of any and all outstanding debts, loans, or liens and to the extent required, each Seller shall execute a satisfaction of deft ...
The Closing. The closing (the "Closing") of this transaction shall take place in escrow at the office of the Escrow Agent on or before December 31, 1998, hereinafter called the "Closing Date". The parties shall endeavor to preclose the transaction on the business day prior to the Closing Date. Seller and Purchaser may elect to close the transaction on an earlier date by mutual written agreement. At the Closing:
A. Seller shall satisfy the following conditions:
(1) Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed (the "Deed") in the form of Appendix 5 attached hereto, and a duly executed and acknowledged ▇▇▇▇ of sale (the "▇▇▇▇ of Sale") in the form of Appendix 6 attached hereto;
(2) Pay for and deliver to Purchaser the Title Policy in the amount of the Purchase Price issued by the title company, insuring that Purchaser owns fee simple title to the Land, subject to no exceptions or encumbrances other than the Permitted Exceptions;
(3) Deliver to Purchaser any Leases affecting the Property in Seller's possession. (Seller will not be liable for any Leases or pages of Leases not actually received by Seller).
(4) Deliver to Purchaser an assignment of the Leases in the form of Appendix 7 attached hereto;
(5) Accord to Purchaser a credit against the Purchase Price equal to all tenant deposits which were actually paid to or received by Seller in satisfaction of any obligation of Seller to transfer such deposits to Purchaser (Seller will not be liable for any security deposit not actually received by Seller);
(6) Deliver to Purchaser original letters to all tenants of the Property, signed by Seller (or its duly authorized agent), stating that the Property has been purchased by Purchaser and that all future rent is to be paid to Purchaser;
(7) Deliver to Purchaser all keys to all doors on the Property that Seller may have in its possession;
(8) Pay Seller's share of the items to be prorated at Closing, as specified below, and Seller's closing costs;
(9) Pay one-half of any officials fees and documentary stamps on the deed, transfer taxes or taxes on intangibles, and escrow charges, if any;
(10) Deliver to Purchaser a Nonforeign Certificate pursuant to the IRC Section 1445.
B. Provided that Seller fulfills at Closing each of the foregoing conditions precedent listed above to Purchaser's obligations listed below, Purchaser shall:
(1) Pay to Seller the Purchase Price less credits and ▇▇▇▇▇▇▇ Money.
(2) Pay Purchaser's share of the items to be prorated at ...
The Closing. The execution and delivery of the Transaction Documents (the “Closing”) shall occur at the offices of Company at 10:00 a.m. (local time) on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree.
The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:30 a.m. (New York City time) on March 13, 2019 or at such other time or place as the parties shall agree.