Closing Notices Sample Clauses

Closing Notices. At least three (3) Business Days before the anticipated Closing Date, the Issuer shall deliver written notice to the Collateral Agent and the Purchasers (the “Closing Notice”) specifying (i) the anticipated Closing Date, (ii) the aggregate principal amount of Convertible Notes to be issued to Purchaser, and (iii) the wire instructions for delivery of the Purchase Price to the Issuer. Immediately prior to the consummation of the Transaction, each Purchaser shall deliver the Purchase Price for the Convertible Notes (net of the Backstop Fee and Purchaser Expenses, as applicable) with respect to such Purchaser’s Allocated Share by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing separate from the Trust Account, and deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Convertible Notes to such Purchaser or its nominee, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing (or such later date agreed by such Purchaser it its sole discretion), the Issuer shall promptly deliver, to such Purchaser or its nominee the Convertible Notes. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by the Issuer and Purchaser, the Issuer will promptly return (but in no event later than one (1) Business Day after the Closing Outside Date) the funds so delivered by the Purchasers to the Issuer pursuant to this Section 2.2 by wire transfer in immediately available funds to the account(s) specified by the Purchasers. Notwithstanding such return (x) a failure to consummate the Transaction on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Agreement is terminated in accordance with Section 10 herein, each Purchaser shall remain obligated until the Merger Outside Date (A) to redeliver funds to the Issuer following the Issuer’s delivery to suc...
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Closing Notices. Only upon the successful closing of the transactions contemplated herein, Seller shall (i) notify each of * * * of this Agreement, the agreements to be entered into by the parties hereto (the “Ancillary Agreements”) and the transactions contemplated hereby and thereby; and (ii) comply with all applicable reporting requirements imposed by the International Investment and Trade in Services Survey Act (22 U.S.C. § 3101 et seq.), including, to the extent required, the completion and filing of Form BE-13 (Initial Report on a Foreign Person’s Direct or Indirect Acquisition, Establishment, or Purchase of the Operating Assets of a U.S. Business Enterprise, Including Real Estate) with the Bureau of Economic Analysis of the United States Department of Commerce no later than 45 days following the Closing Date.
Sample 1
Closing Notices. Symantec agrees that it shall provide written notice to Tenant (i) within one (1) business day after Symantec has waived its due diligence contingencies under the contract pursuant to which Symantec is acquiring the Buildings, which notice shall include the date upon which Symantec anticipates closing the acquisition of the Buildings, and (ii) within one (1) business day after Symantec has closed the acquisition of the Buildings.
Sample 1
Closing Notices. 20 2.02 Delivery of Servicing Files ............................................ 20 2.03
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Closing Notices. Upon the delivery by the Master Servicer to the Sub-Servicer of an Origination Closing Notice, together with a Mortgage Loan Schedule and a copy of the Mortgage and Mortgage Note (any or all of which may be by facsimile transmission), each related Mortgage Loan shall become subject to the terms of this Agreement.
Sample 1
Closing Notices. At any time following the date of this Agreement, the Company may deliver to Parent a certificate (a “Company Certificate”) signed by an authorized officer of the Company to the effect that each of the conditions set forth in Section 7.1(a) through Section 7.1(f) inclusive (the “Fundamental Closing Conditions”) have been Table of Contents satisfied as of the date of the Company Certificate (the “Certificate Effective Time”). Notwithstanding anything to the contrary in this Agreement, if the Company delivers a Company Certificate, then, if Parent has not delivered a written notice to the Company and the Stockholder Representative objecting to the accuracy of the statements contained in the Company Certificate by 5:00 pm New York Time on the second Business Day following the date of the Company Certificate, effective as of such time (A) all the representations and warranties of the Company contained in this Agreement as of Certificate Effective Time shall be deemed, for all purposes of this Agreement, to be the representations and warranties of the Company as of the Closing Date without consideration of any events that occur following the Certificate Effective Time, (B) the Company shall have no further obligations under Section 6.12 as of and following the Certificate Effective Time and (C) the conditions set forth in Section 7.1(a) and Section 7.1(e) shall terminate ab initio with no further force or effect as of the Certificate Effective Time.
Sample 1
Closing Notices a. This closing shall be held on or before January 15, 2021 at the Seller’s Broker’s office or at such other place as designated by the Seller.
Sample 1
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Related to Closing Notices

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Funding Notices (a) (i) Whenever Borrower desires to make a Borrowing of Revolving Loans with respect to the Revolving Credit Commitments (other than one resulting from a conversion or continuation pursuant to Section 4.1.(b)), it shall give the Agent prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing (a "Notice of Borrowing"), such Notice of Borrowing to be given at Agent's Payment Office (x) prior to 11:00 A.M. (local time for the Agent) on the Business Day which is the requested date of such Borrowing in the case of Base Rate Advances, and (y) prior to 12:00 noon (local time for the Agent) three Business Days prior to the requested date of such Borrowing in the case of Eurodollar Advances. Notices received after 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify the aggregate principal amount of the Borrowing, the date of Borrowing (which shall be a Business Day), and whether the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in the case of Eurodollar Advances) the Interest Period to be applicable thereto.

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Sending Notices Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

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

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

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