Bifurcated Signing and Closing Sample Clauses

Bifurcated Signing and Closing. The Parties understand, acknowledge, and agree that the closing (the “Closing”) of the transactions contemplated by this Agreement (the “Transactions”) shall take place at some point after the execution of this Agreement by the Parties, to provide to KMI and to EveryStory the opportunity to satisfy all closing conditions set forth herein. The Closing shall take place on the Effective Date (as defined below) at such location to be determined by EveryStory and KMI, commencing upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby, as more fully set forth in ARTICLE V and ARTICLE VI herein or such other date and time as the Parties may mutually determine (the “Closing Date”).
Sample 1
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Related to Bifurcated Signing and Closing

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • 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.,

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • 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.

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

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