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 (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or prior to May 30, 2018, as notified in writing by the Purchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(1) evidence of the credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing;
(2) a certificate duly executed by an authorized signatory of the Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 4.2 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on the Seller’s signature page hereto in an amount equal to the Aggregate Purchase Price minus the Signing Deposit;
(2) a certificate duly executed by an authorized signatory of the Purchaser, dated as of the Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement
(c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the 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 the 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. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of D▇▇▇▇▇ & W▇▇▇▇▇▇ LLP at Denver, Colorado at 9:00 a.m. on the later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date”) or at such other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the Closing Date.
(b) Subject to the conditions set forth in this Agreement, on the Closing Date:
(i) the Sellers will deliver to the Buyers:
(A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied;
(B) an updated version of the Disclosure Schedule (the “Closing Update”), prepared as though this Agreement has been dated as of the Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Closing Date;
(C) for each Seller, the text of the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Seller;
(D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller;
(E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC;
(F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller;
(G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller;
(H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller;
(I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller;
(J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by ...
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. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $20,000,000. The closing of the purchase and sale of the Debentures (the "Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement.
(iii) Notwithstanding anything herein to the contrary, the Company shall not sell any Securities (as defined herein) pursuant to this Agreement to any Purchaser to which Montrose Investments Ltd. shall not have previously agreed.
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 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 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) The closing of the Preferred Exchange (the “Closing”) will take place at the offices of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on December 31, 2014; provided that the conditions set forth in Sections 1.1(c) and (d) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (ii) the Investor will deliver the certificate(s) representing the Preferred Shares marked cancelled to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement, and (iii) the Investor shall have received a non-control determination with respect to the Company from the Board of Governors of the Federal Reserve System (or the Federal Reserve Bank of San Francisco) and the California Department of Business Oversight, Division of Financial Institutions, and the Investor shall provide written evidence of the same to the Company on or prior to the Closing.
(d) The obligation of the Investor to consummate the Preferred Exchange is also subject to ...