1Closing Date. The closing of the purchase of the ProjectCo Interests (the “Closing”) will take place at the offices of Xxxxxx & Xxxxxxxxx, LLP, 00 X. Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, or, at the option of the Parties, by electronic exchange of Closing documents (except for documents to be recorded in the land records, which shall in each case be originals); on the fifteenth Business Day after all of the Purchaser Closing Conditions Precedent and all of Seller’s Closing Conditions Precedent are satisfied or waived in writing in accordance with the terms and conditions of this Agreement or such other date as may be mutually agreed to in writing by the Parties (the date on which the Closing actually occurs being referred to as the “Closing Date”). Any Closing shall be deemed effective as of 12:00:01 AM Eastern Time on the Closing Date. Each Party shall further deliver such other evidence, instruments, documents and certificates required to be delivered by such Parties pursuant to this Article 4.
1Closing Date. The closing of the purchase and sale of the Transferred Assets (the “Closing”) shall take place at the offices of Weil, Gotshal & Maxxxx XLP, 760 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 xn the third (3rd) Business Day following the date on which all of the conditions to each party’s obligations under ARTICLE XI have been satisfied or (if permitted) waived, or at such other time, date and/or place as is mutually agreed to by the parties hereto (such date of the Closing being hereinafter referred to as the “Closing Date”). The Closing will be deemed to occur as of 12:01 A.M., New York, New York, U.S.A. time on the Closing Date.
1Closing Date. The closing of the purchase of the ProjectCo Interests (the “Closing”) will take place at the offices of Xxxxxx & Xxxxxxxxx, LLP, 11 S. Meridian Street, Indianapolis, Indiana, or, at the option of the Parties, by electronic exchange of Closing documents (except for documents to be recorded in the land records, which shall in each case be originals); on the fifteenth Business Day after all of the Purchaser Closing Conditions Precedent and all of Seller’s Closing Conditions Precedent are satisfied or waived in writing in accordance with the terms and conditions of this Agreement or such other date as may be mutually agreed to in writing by the Parties (the date on which the Closing actually occurs being referred to as the “Closing Date”). Any Closing shall be deemed effective as of 12:00:01 AM Eastern Time on the Closing Date. Each Party shall further deliver such other evidence, instruments, documents and certificates required to be delivered by such Parties pursuant to this Article 4.
1Closing Date. The obligation of each Purchaser to enter into this Agreement and to purchase the Initial Notes on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date (in each case, except to the extent required to be satisfied as a condition subsequent in accordance with Section 5.15):
1Closing Date. Upon the terms and subject to the conditions of this Agreement, the transfer of the Transferred Assets and the assumption of the Assumed Liabilities shall take place on the Closing Date at the Novartis offices in Basel.
1Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall take place remotely via the exchange of documents and signatures at 9:00 a.m. New York City time on the second (2nd) Business Day following the satisfaction or waiver of all of the Closing Conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction at such time of such conditions), or at such other time, date, and location as the parties may agree. The date the Closing occurs is hereinafter referred to as the “Closing Date.”
1Closing Date. (a) The First Tranche Closing shall take place on or about February 15, 2019, or as soon thereafter as is reasonably practicable, at a place and time that is mutually acceptable to the Parties, provided that each condition set forth in Article 7 is satisfied or waived.
(b) The Statement of Funding Sources shall be submitted by Buyer to the OLCC no later than March 15, 2019, and the OLCC Approval of the Statement of Funding Sources is a condition to the Second Tranche Closing. The Second Tranche Closing shall take place on the third business day following the receipt by Buyer of the OLCC Approval, or as soon thereafter as is reasonably practicable, at a place and time that is mutually acceptable to the Parties, provided that each condition set forth in Article 7 in satisfied or waived.
1Closing Date. Unless this Agreement shall have been terminated pursuant to Section 10.1, and provided that the conditions set forth in Article 7 are satisfied or waived, the closing with respect to the transactions contemplated by this Agreement (the “Closing”) shall take place on the first day of the month occurring after the month in which all of the conditions set forth in Article 7 have been satisfied or waived, other than conditions that, by their nature, will be satisfied at the Closing, or such other date as Buyer and Parent agree in writing. The Parties intend that the pre-Closing and Closing shall be effected, to the extent practicable, by conference call, the electronic delivery of documents, and the prior physical exchange of certificates and certain other documents and instruments to be held in escrow by outside counsel to the recipient Party pending authorization by the delivering Party (or its outside counsel) of their release at the Closing. The actual date of the Closing is referred to as the “Closing Date,” and if the Closing occurs, the Closing shall be deemed to have become effective as of 12:01 a.m. on the Closing Date.
1Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on a mutually agreed-upon date and time.
1Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signature pages (or such other location as shall be mutually agreed upon by Seller and Buyer) commencing at 10:00 am Los Angeles time on a date (the “Closing Date”) that is the third (3rd) Business Day following the date on which all of the conditions to the obligations of Seller and Buyer to consummate the transactions contemplated hereby set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing itself, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived, or on such other date as shall be mutually agreed upon by Seller and Buyer prior thereto; provided, however, that unless otherwise agreed to in writing by Seller and Buyer, in no event shall the Closing Date be earlier than forty-five (45) days following the date hereof. For purposes of this Agreement and the transactions contemplated hereby, the Closing shall be deemed to occur and be effective as of 11:59 p.m. New York time on the calendar day immediately preceding the Closing Date.
