Transfer Closing Sample Clauses

Transfer Closing. Subject only to the satisfaction in full (or waiver) of all of the conditions set forth in Sections 8.1 and 8.2 of the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing) in accordance with the Merger Agreement, the purchase and sale of the Transfer Shares (the “Transfer Closing”) shall take place at such time and place as the Transferor and the Transferee shall agree in writing, provided that the Transfer Closing shall take place on a date prior to the Closing Date. For the avoidance of doubt, if the Company is awarded specific performance with respect to the obligations of Parent and Merger Sub to effect the Closing pursuant to the Merger Agreement, the conditions to the Transfer Closing set forth in this Section 2.1 shall be deemed satisfied. The date of the Transfer Closing is hereinafter referred to as the “Transfer Closing Date”.

Transfer Closing. Each Transfer Closing (and ▇▇▇▇▇’s obligation to make the payments set forth in Section 2.02(c) with respect to such Transfer Closing) shall take place electronically by electronic transmission of all Transfer Closing Documents in portable “pdf” form and release of the signatures thereon by email or on teleconference or videoconference on the Transfer Closing Date, subject to the fulfillment of the following conditions: (i) The following conditions shall have been satisfied to the satisfaction of, or waived by, ▇▇▇▇▇ (the “Buyer Transfer Conditions”): (A) all representations and warranties of each Sponsor Entity in any Transaction Document to which it is a party that are required to be true and correct as of such Transfer Closing shall be true and correct; (B) Buyer shall have received from Seller the Production Report applicable to such Production Period, together with any supporting documentation reasonably requested by ▇▇▇▇▇; (C) a Quarterly Transfer Certificate executed by Seller, which will, along with the other Quarterly Transfer Certificates for Tax Credits generated in a Calendar Year, at the Transfer Closing for the last Production Period in a Calendar Year, be compiled into a draft of the Transfer Election Statement for such Calendar Year, each of which shall be provided to Buyer at least ten (10) Business Days prior to the expected Transfer Closing; (D) (i) at the first Transfer Closing, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2025 Contract Year and (ii) at the first Transfer Closing in respect of the 2026 Contract Year, evidence that Seller’s Registration Numbers for the Production Facilities have been renewed for the Tax Credits to be transferred in the 2026 Contract Year; provided, that if the IRS has not yet opened the registration portal as of the dates provided in (i) or (ii), such evidence will be provided as of the first Transfer Closing following the opening of the registration portal for such Contract Year; (E) Buyer shall have received from Seller (a) any fully-executed Material Project Document not previously been made available to Buyer; and (b) copies of any material Permits not previously made available to Buyer; (F) at each Transfer Closing with respect to the first Production Period of each Calendar Year, receipt by ▇▇▇▇▇ from Seller of a draft Transfer Election Statement for the previous Contract Year’s Committed Tax Credits transfe...

Transfer Closing. Seller shall sell, transfer, convey and deliver ----------------- the Assets to Buyer pursuant to Section 363 of the Bankruptcy Code, free and clear of all liens and claims, other than the Ad Valorem Taxes, and the Textron Lien, by delivering the Transfer Documents to Buyer at Closing. Except as otherwise provided in a writing signed by Buyer and Seller, the Closing will take place within 10 days after the Final Order, but, except as otherwise agreed by Buyer and Seller in writing, in no event later than April 3, 2002 (provided however, that if the Order is timely issued but is then stayed before becoming Final, then the Closing shall take place within 5 days following the termination of the stay), at the offices of Seller's Counsel, at 10:00 a.

Transfer Closing. The closing of a Transfer of Securities pursuant to an offer that has been validly accepted by HON shall take place within 30 days after the acceptance of the offer. At the closing, the Offeror shall deliver to HON the certificate(s) evidencing the Securities subject to the Transfer, properly endorsed for transfer or accompanied by stock powers endorsed to HON or its designated assignee, and HON shall deliver to the Offeror such certified or cashier's checks and such other documents as are reasonably necessary and customary to consummate such transaction.

Transfer Closing. Any Transfer Closing shall be held at the principal offices of the Company at 10:00 a.m. on a date mutually agreed upon by Buyer and the selling Member.

Transfer Closing. The consummation of the transfer of the applicable Generating Facilities (the "Transfer Closing") shall occur no later than ninety (90) days following the determination of the Termination Payment (whether by agreement or by appraisal). At such consummation, (i) the Parties shall execute all documents reasonably necessary to cause title to the Generating Facility to pass to Buyer, free and clear of any liens; (ii) Seller shall assign all vendor warranties for the Generating Facility to Buyer; and (iii) Buyer shall pay the Termination Payment to Seller in full, together with any liquidated amounts due as of such date under this Agreement, in immediately available funds. Seller shall provide Buyer with an operation and maintenance manual for any item purchased by Buyer.

Transfer Closing. The Closing 29 Section 2.2 Transfer of Transferred Assets and Assumed Liabilities at the Closing 29 Section 2.3 Consideration 30 Section 2.4 Post-Closing Adjustment 30 Section 2.5 Delayed Transfers; Misallocated Assets and Liabilities 32 Section 2.6 Conveyancing and Assumption Agreements 35 Section 2.7 Shared Contracts 36 Section 2.8 Pre-Closing Restructuring 36

Transfer Closing. Subject to the terms and conditions of this Agreement (including the conditions precedent set forth in Sections 7(A) and 7(B)), the closing of the Transfer as between the Transferor and the Transferee (the “Transfer Closing”) shall take place remotely via the exchange of documents and signatures within three (3) Business Days after the date on which the conditions precedent set forth in Sections 7(A) and (B) have been fulfilled or waived, unless otherwise agreed by the Transferor and the Transferee in writing). At the Transfer Closing, the Transferee shall deliver 90% of the Purchase Price payable by it to the Transferor by wire transfer of immediately available funds to the bank account designated by the Transferor in Schedule 2, and the Transferor shall deliver to the Transferee a copy (certified as true and correct by a director of the Transferor) of the resolution of the board of directors and/or shareholders of the Transferor authorizing the entry into, execution, adoption, delivery and/or performance, as applicable, by the Transferor of this Agreement.

Transfer Closing