Pre Closing and Closing Sample Clauses

Pre Closing and Closing. 4 4.1 Pre-Closing............................................................................. 4 4.2 Closing................................................................................. 4 4.3 No Assurances........................................................................... 5 5.
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Pre Closing and Closing. The Pre-Closing shall take place at the offices of the Escrow Agent on December 21, 2001 or at such other time and place as the Parties hereto may mutually agree. At the Pre-Closing the parties shall execute the Escrow Agreement, a copy of which is attached hereto as SCHEDULE 2.9. The Closing shall take place at the offices of the Escrow Agent on December 31, 2001 or at such other time and place as the Parties hereto may mutually agree. The Closing shall be deemed to be effective for all purposes as of midnight on December 31, 2001 (the "Closing Date").
Sample 1
Pre Closing and Closing. In accordance with ----------------------- Section 12.11 of this Agreement, a pre-closing shall take place at the offices of Xxxxxxx Leisure Xxxxxx & Irvine, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. on or before August 28, 1996 or on such date as the Company and Alleghany may otherwise agree. The date of the Pre-Closing is hereinafter referred to as the "Pre-Closing Date." In accordance with Section 12.11 of this Agreement, the closing of the Merger (the "Closing") shall take place at the offices of Xxxxxxx Leisure Xxxxxx & Irvine no later than thirty (30) days after the Pre-Closing Date. The date of the Closing is hereinafter referred to as the "Closing Date." 1.3.
Sample 1
Pre Closing and Closing. On or before August 15, 2008 for Assignor and August 20, 2008 for Assignee, each party will deliver to Xxxxx XxXxxx Xxxxxxx Moot & Xxxxxx ("XXXXX XXXXXX") two originals of this Agreement signed by the party. Xxxxx XxXxxx will hold such Agreements until the Closing. Xxxxx XxXxxx will notify all parties upon its receipts of the originally signed Agreements. This Agreement will close (the "CLOSING") on the condition that all conditions precedent are met, on December 15, 2008 ("CLOSING DATE"). Assignee may extend the closing date to January 15, 2009 by providing written notice to Assignor, at which time an additional US$100,000 of the deposit becomes non-refundable. Additionally, the parties may mutually agree to close this Agreement prior to December 15, 2008. The Closing will be at the offices of Xxxxx XxXxxx, San Diego, California, or another location mutually acceptable to the parties.
Sample 1
Pre Closing and Closing. Upon the terms and subject to the conditions set forth in this Agreement:
Sample 1
Pre Closing and Closing. 7.1 To effect the transfer of legal title to the Pxxxxx Shares from the Seller to the Buyer, the Seller, AR Investment Company and the Buyer shall provide each other with the documents set forth in this Article 7 and such other and further documents as may be required by all relevant Saudi Arabian governmental authorities or any relevant third party. To ensure that the transfer of legal title to the Pxxxxx Shares is effected as soon as practicable, the Seller further agrees to execute and/or deliver such other and further documents and to take such other and further action (without further inducement or consideration) as may be reasonably required of the Seller by a Saudi Arabian governmental authority or any relevant third party to effect transfer of legal title to the Shares.
Sample 1
Pre Closing and Closing 
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Related to Pre Closing 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.,

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

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

  • 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.

  • 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.

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

  • First Closing The First Closing shall have occurred.

  • Pre Closing Matters Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15

  • 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.

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

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