Contribution and Closing Sample Clauses

Contribution and Closing. 2.1 Contribution 13 2.2 Consideration 13 2.3 Closing 14 2.4 Closing Deliveries by SMP Holdings to Summit MLP 14 2.5 Closing Deliveries by Summit MLP to SMP Holdings 14 2.6 Consideration Adjustment 14 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES, OPCO AND OPCO GENERAL PARTNER 3.1 Organization; Good Standing 15 3.2 Capitalization of the Acquired Entities 16 3.3 No Conflicts; Consents and Approvals 17 3.4 Absence of Changes 17 3.5 Compliance with Applicable Laws 18 3.6 Intellectual Property 18 3.7 Absence of Litigation 19 3.8 Real Property 19 3.9 Personal Property 20 3.10 Capital and Expense Projects; Purchase Orders 21 3.11 Regulatory Status 21 3.12 Environmental Matters 21 3.13 Taxes 22 3.14 Contracts 23 3.15 Employees and Plans 24 3.16 Transactions with Affiliates 24 3.17 Records 24 3.18 Surety Bonds and Credit 24 3.19 No Bankruptcy 24 3.20 No Undisclosed Material Liabilities; Indebtedness 24 3.21 Insurance 25 3.22 Conflicts Committee Matters 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SMP HOLDINGS
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Contribution and Closing. 1.01 Contribution................................................... 1 1.02 Contribution; LP Units......................................... 1 (a) Contribution Consideration............................... 1 (b) Issuance of LP Units..................................... 2 (c) Transfer Restrictions.................................... 2 (d) Lock-Up Period........................................... 2 1.03 Closing........................................................ 3
Sample 1
Contribution and Closing. 2.1 Contribution 16 2.2 Consideration 17 2.3 Closing 17 2.4 Closing Deliveries by Sellers to Buyer 17 2.5 Closing Deliveries by Buyer to Sellers 19 2.6 Adjustment Mechanics 20 2.7 Consideration Allocation 21 2.8 Excluded Records 22 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLER 3.1 Organization 22 3.2 Authority 22 3.3 No Conflicts; Consents and Approvals 23 3.4 Title to Company Interests 23 3.5 Legal Proceedings 23 3.6 Brokers 23
Sample 1
Contribution and Closing. ................................................................... 2 2.1 Contribution and Closing..................................................................... 2 2.2 Deliveries at the Closing.................................................................... 2 2.3 Transfer Taxes and Recording Fees............................................................ 3 2.4 Working Capital.............................................................................. 3
Sample 1
Contribution and Closing. Subject to the satisfaction or waiver of the conditions to closing set forth in Article 6, the closing of the contributions of the WPL LLC Interest and the other transactions described in Section 2.2 (the "Closing") will be held at the offices of WES on or before the third business day following satisfactxxx or waiver of all such conditions, commencing at 9:00 a.m., Tulsa, Oklahoma time or such other place, date and time as may be mutually agreed upon by the parties hereto. The "Closing Date," as referred to herein, shall mean the date of the Closing.
Sample 1
Contribution and Closing. 2.1 Contribution 10 2.2 Consideration 10
Sample 1
Contribution and Closing 
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Related to Contribution and Closing

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Authorization and Closing 4.1 Newco has authorized the issuance to (i) EIS of 4,776 shares of Preferred Stock and (ii) Sheffield of 12,000 shares of Common Stock and 7,224 shares of Preferred Stock, issuable as provided in Clause 4.3 hereof.

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

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

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