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 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. The time and date of closing and delivery of the documents required to be delivered to the Placement Agents pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on February •, 2012 (the “Closing Date”) at the office of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.C., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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. (a) The purchase and sale (the "Closing") contemplated under this Agreement shall take place at the offices of Seller, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or at such other place as the parties shall mutually agree upon, at 10:00 A.M. local time on October 4, 1996 or such other time or date as the parties shall mutually agree.
(b) The date the Closing takes place, is referred to herein as the "Closing Date." Upon the occurrence of the Closing, all transfers contemplated herein shall be deemed retroactively effective, in every respect, as of the close of business on September 30, 1996 (the "Effective Date"). All references throughout this Agreement to the Effective Date, including without limitation, references to the transfer of the benefits and liabilities of the Business and obligations of the parties, shall mean the close of business on September 30, 1996.
(c) At the Closing, Purchaser shall transfer to the bank account designated by Seller the Closing Payment in accordance with SECTION 3.2 above.
(d) At the Closing, Seller shall execute and deliver (or cause to be executed and delivered) the following documents to Purchaser, dated, where applicable, as of September 30, 1996 (collectively, the "Conveyance Instruments"):
(i) Such deed or deeds and leasehold assignments, in form reasonably satisfactory to Purchaser, as shall be effective to vest in Purchaser good, marketable and insurable title to all of the Owned Real Property and the Leased Real Properties, free and clear of all liens (except for liens for current Taxes not yet due, payable or delinquent), charges and Encumbrances other than Permitted Owned Real Property Exceptions, as hereinafter defined. Such real estate may be subject to such minor defects in title as are of a nature generally found in properties of similar character which do not in any material way either affect the marketability of the same or interfere with the operations of the Business conducted, taken as a whole.
(ii) (A) a commitment from First American Title Insurance Company (the "Title Company"), dated the Closing Date, to issue an ALTA Owner's Title Insurance Policy, with respect to each of the Owned Real Properties described on SCHEDULE 7.4(a) and the Tuscaloosa, Alabama and Erie, Pennsylvania Leased Properties: (1), insuring at regular rates that Purchaser has a marketable fee title to each of the Owned Real Properties and leasehold title to each of such Leased Properties, and, in each case, to the easement...
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 (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.
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. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase the Debentures for an aggregate purchase price of $3,000,000. The closing of the purchase and sale of the Debentures (the "CLOSING") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (the "ESCROW AGENT"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) Prior to the Closing the parties shall deliver to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent (the "ESCROW AGREEMENT"), including, the following: (i) the Company shall deliver or cause to be delivered (A) Debentures in aggregate principal amount equal to $3,000,000, registered in the name of the Purchaser, (B) the Warrant (as defined in Section 3.16), and (C) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP substantially in the form of EXHIBIT C ("LEGAL OPINION") addressed to the Purchaser; (ii) the Purchaser shall deliver or cause to be delivered $3,000,000 in United States dollars; and (iii) each party hereto shall deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on their behalf at the Closing.