Transfer Closing Sample Clauses

Transfer Closing. The Transfer Closing shall take place at a mutually agreed location in Halifax, Nova Scotia, on the date that is the latest to occur of:
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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.m. Central Standard Time, on the date chosen by Seller with two (2) business days' notice to Buyer. At Closing, Buyer shall deliver the Purchase Price to Seller and Seller shall deliver the Transfer Documents, duly executed, together with a certified copy of the Final Order to Buyer.
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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.
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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.
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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.
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Transfer Closing. Each Transfer Closing (and Xxxxx’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:
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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.
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Transfer Closing 
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Related to Transfer Closing

  • Merger Closing The Merger shall have been consummated.

  • Effective Time; Closing Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the Closing Date. The closing of the Merger (the “Closing”) shall take place at the offices of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Professional Corporation, located at One Market, Sxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • The Merger Closing Upon the terms and subject to the conditions of this Agreement, the closing (the "Closing") of the Merger shall take place at 10:00 A.M., on the third business day after the fulfillment of the conditions specified in Sections 6.02 and 7.02 hereof, at the offices of Squadron, Ellenoff, Plesent & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time, date and place as may be agreed upon in writing by Parent and MGI. The date on which the Closing shall take place is referred to as the "Closing Date" and the time on the Closing Date when the Closing shall take place is referred to as the "Closing Time," MGI, Parent and Acquisition shall use their respective best efforts to cause the Merger to be consummated at the earliest practicable time after consummation of the Offer.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

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