4Closing Sample Clauses

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.
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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.
Sample 1
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:
Sample 1
4Closing. If the Closing shall occur, the Deposit shall be applied as a partial payment of the Purchase Price.
Sample 1
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.
Sample 1
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.
Sample 1
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”).
Sample 1
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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.
Sample 1
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.
Sample 1

Related to 4Closing

  • 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:

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

  • 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.

  • First Closing The First Closing shall have occurred.

  • 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.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

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

  • 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.

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

  • Merger Closing The Merger shall have been consummated.

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