4Closing. The respective execution and delivery of the Exchange Note and the 2025 Note and the funding of the Exchange Loan and the 2025 Loan (respectively, the “Exchange Note Closing” and the “2025 Note Closing” and, each, a “Closing”) shall each take place at a closing on the Exchange Loan Closing Date and the 2025 Loan Closing Date, respectively (each, a “Closing Date”).
4Closing. The Loan closing (the “Closing”) will occur within three Business Days following satisfaction (or waiver by Lender) of each of the closing conditions listed on Exhibit 2.4 (collectively, the “Closing Conditions”). The date on which the Closing occurs is the “Closing Date.” Borrower hereby authorizes Lender to insert the Closing Date on the first page hereof, as the date hereof, and in the various Loan Documents, including the Note, as the date thereof. The Closing must occur on or before 11:00 a.m. local time in Phoenix, Arizona, on August 25, 2022 (the “Closing Deadline”). If the Closing has not occurred on or before the Closing Deadline, Lender shall have absolutely no obligation whatsoever to make the Loan to Borrower. Lender may extend the Closing Deadline in Xxxxxx’s sole discretion. Any Closing Deadline extension must be in writing to be valid.
4Closing. The parties hereto agree that the Closing Date shall be 12:01 a.m. Portland, Oregon time on December 19, 2004. Simultaneous with the signing of this Amendment, the parties shall execute an Escrow Agreement in the form of Annex A hereto and the Purchaser shall deposit with the Escrow Agent (as defined therein) the Cash Purchase Price, in the manner contemplated thereby. The parties hereto agree that each of the conditions set forth in Sections 8.1, 8.2 and 8.3 of the Agreement have been satisfied or are hereby waived.
4Closing. (a) The closing with respect to the transactions contemplated hereby (the “Closing”) shall occur on a closing date (the “Closing Date”) specified in the Closing Notice, remotely via electronic exchange of documents and signature pages, and shall be conditioned upon the prior or substantially concurrent occurrence of the Merger Closing (the date of the Merger Closing, the “Merger Closing Date”).
(b) Written notice shall be delivered by or on behalf of the Issuer to the Investors (the “Closing Notice”), stating that the Issuer reasonably expects, in good faith, that all conditions to the Merger Closing will be satisfied or waived and all Closing Conditions will be satisfied by the anticipated Merger Closing Date, with such date to be no less than three (3) Business Days from the date on which the Closing Notice is delivered to the Investor and such Investor shall deliver the Purchase Price payable by it one (1) Business Day prior to the expected Closing Date by wire transfer of U.S. dollars in immediately available funds to the account(s) specified by the Issuer in the Closing Notice. On the Closing Date, the Issuer shall deliver to each Investor a Convertible Note and Issuer Class A Shares pursuant to such Investor’s Subscription Agreement at the Closing.
(c) If the Merger Closing Date does not occur within two (2) Business Days after the Closing Date under this Agreement, the Issuer shall promptly (and in any event, no later than one (1) business day thereafter) return the Purchase Price paid by each Investor to such Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and the Convertible Notes and the Issuer Class A Shares issued pursuant to the Subscription Agreements shall be deemed repurchased and cancelled.
4Closing. The closing and conveyance of the Property from the Landlord to the Tenant (“Closing”) shall occur on the date specified in Tenant’s aforesaid notice. After receipt of such notice to purchase and upon receipt of the payment at the closing, the Landlord shall convey the Property to the Tenant or its nominee by a warranty deed, subject to any subleases and the matters set forth in Article 2 of this Lease, the lien for any taxes due but not yet payable, any leasehold mortgage and any lien or other encumbrance suffered or imposed upon the Property by the Tenant. Landlord agrees to execute any documents reasonably requested by Tenant’s title insurance company provided the same are customarily used in transactions of this type.
4Closing. If the Closing shall occur, the Deposit shall be applied as a partial payment of the Purchase Price.
4Closing. At the closing (the “Buy-Sell Closing”) of a sale and purchase of a Member’s Entire LLC Interest pursuant to this Article 13, the following transactions shall occur:
13.4.1 the purchasing Member shall pay or cause to be paid (or tender) to the selling Member the applicable purchase price (minus the Buy-Out Deposit or Sell-Out Deposit, as applicable, together with any interest accrued thereon, and as adjusted by the credits and apportionments herein set forth) for the Entire LLC Interest being purchased;
13.4.2 the purchasing Member shall cause the LLC to pay all transfer taxes, filing fees, and any fees required under the Loan Documents due and payable in connection with the sale and purchase of the Entire LLC Interest to be paid and furnish the Members with satisfactory proof of such payment;
13.4.3 the Buy-Out Price or Sell-Out Price, whichever is applicable, shall be adjusted to reflect the aggregate amount of all Capital Contributions, distributions and Member Loans made or re-paid by or to the Members in the period between the date of the Buy-Sell Notice and the Buy-Sell Closing, as applicable, by performing the calculation set forth in Section 13.1.1 accounting for such adjusted circumstances, provided that the Property Valuation used in such calculation shall be increased by the aggregate amount of Capital Contributions made by the Members and decreased by the aggregate amount of any distributions to the Members;
13.4.4 upon receipt (or tender) of the Buy-Out Price or Sell-Out Price, whichever is applicable, the Entire LLC Interest of the selling Member shall be deemed transferred and the selling Member shall convey and assign by assignment to the purchasing Member (or its designee) the Entire LLC Interest of the selling Member, free and clear of all liens, claims and encumbrances (other than any lien, claim, or encumbrance that is expressly permitted by the purchasing Member), the purchasing Member shall execute and deliver an assumption Agreement by which it assumes the obligations of the selling Member as a Member under this Agreement accruing from and after the date of the sale of such Interest to the purchasing Member, and shall deliver or tender to the selling Member an Agreement pursuant to which the purchasing Member Agrees to protect, indemnify, and hold harmless the selling Member from and against all losses, costs (including reasonable attorneys’ fees and costs of litigation), expenses, liabilities, and obligations which are attributable ...
4Closing. The consummation of the Acquisition, including the payment of the Purchase Price as set forth in Section 1.2 (the “Closing”), will take place at the offices of counsel to Buyer at 1900 Avenue of the Stars, 0xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 on the Effective Date.
1. 5Closing Deliveries.
4Closing. Subject to the terms and conditions set forth in this Agreement, at the Initial Block 1 Closing, and each subsequent Closing as set forth in Section 2.2 above (each a “Closing”), the Company shall issue and sell to Purchaser the Block 1 Shares against payment of the Purchase Price, as set forth in Section 2.2 above. The Initial Block 1 Closing of the transactions contemplated by this Agreement (the “Initial Block 1 Closing”) shall take place by the electronic exchange of signatures of this Agreement, the delivery of documents required hereunder, and the payment of the Purchase Price of the shares being purchased, at the offices of the Company, located at 0000 Xxxxxxxx Xxx, Xxxxx 000, on or before September 30, 2019 or at such other time as shall be agreed upon by the Company and the Purchaser. All proceeding to be taken and all documents to be executed and delivered by the parties at the Initial Block 1 Closing shall be deemed to have been taken and executed simultaneously and no proceeding shall be deemed taken or any documents executed or delivered until all have been taken and delivered.
4Closing. Pursuant to the terms and subject to the conditions of this Agreement, the closing of the purchase of the Purchased Assets (the “Closing”) shall take place at 10:00 AM at the offices of Xxxxxxxxx & Xxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX (or such other time or place as the Parties may agree), on the Effective Date.
