Examples of Purchase and Sale Closing in a sentence
Subject to satisfaction or waiver of the conditions to the Purchase and Sale Closing and the Liquidation Closing set forth herein, the Purchase and Sale Closing and the Liquidation Closing shall take place at the offices of counsel to USRealty in Luxembourg, Luxembourg, as promptly as practicable after satisfaction or waiver, if permissible, of the conditions set forth in Article VI or at such other time and date as SCGI and USRealty may agree (the "CLOSING DATE").
On the Closing Date, at the Purchase and Sale Closing, Parent shall pay the Purchase Price to Premier Education by wire transfer of immediately available funds into an account designated by Premier Education.
USRealty shall, and shall cause Holdings to, prior to the Purchase and Sale Closing, cooperate with SCGI and take all such actions as SCGI may reasonably request in order to afford SCGI from and after the Purchase and Sale Closing the rights and benefits of USRealty and/or Holdings under the agreements, arrangements and understandings with the Persons in which Holdings holds investments.
Except as contemplated by this Agreement, since December 31, 1999, there has been no (a) Holdings Material Adverse Effect or (b) action taken by Holdings or any Holdings Subsidiary which, if taken from the date hereof through the Purchase and Sale Closing, would violate Section 5.4(b) through (k).
From and after the Purchase and Sale Closing, SCGI shall make available such funds as may be necessary to defray the reasonable costs and expenses of the liquidation of USRealty pursuant to the Plan of Liquidation, and which are not otherwise available to USRealty or the Liquidator.
Upon the Purchase and Sale Closing, (a) each Investor shall deliver to Parent a copy of the Unit Purchase Agreement, duly executed by such Investor, and (b) Parent shall cause its designated Affiliate(s) to deliver to each Investor a copy of the Unit Purchase Agreement, duly executed by such Affiliate.
The Parties have participated jointly in the negotiation and drafting of this Agreement (with the benefit of their respective legal counsels) and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.2. Purchase and Sale; Closing.
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USRealty hereby agrees on its own behalf and on behalf of Holdings, effective as of the Purchase and Sale Closing, to the matters set forth in paragraph 1(iv) of the Xxxx Letter Agreement.
Prior to the Purchase and Sale Closing Date, LESCO used the Purchased Assets to manufacture and distribute the Products for its own account.