Closing and Closing Agreements Sample Clauses

Closing and Closing Agreements. 2.1 The Closing (the “Closing”) of the purchase and sale shall be held on or before October 15, 2006, (the “Closing Date”), at a specific date, place and time mutually agreed to by the parties, unless the parties mutually agree in writing to extend the date of Closing. 2.2 At Closing, the Company shall deliver to Purchaser original stock certificates in the amount of the Shares representing Forty Nine (49%) of the issued and outstanding shares of the Company and such other duly executed instruments or documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. 2.3 At Closing, the Purchaser shall deliver to the Company: (i) the sum of Twenty Thousand Dollars ($20,000.00), by U. S. Bank check or Wire Transfer, and forgiveness of a debt of Fifty Thousand ($50,000.00) from the Company to Purchaser. (ii) a written agreement to pay the sum of FIVE HUNDRED TEN THOUSAND AND 00/100 ($510,000.00) DOLLARS, representing the remaining amount due of the Purchase Price due at Closing in accordance with Section I, above, to be paid in 9 quarterly payments of $35,000, with interest on said sum to be paid annually at the rate of 5% per annum; and the remaining principal and interest to be paid within thirty (30) days of the final quarterly payment. (iii) such other duly executed instruments or documents as may be reasonably requested by Company in order to consummate the transaction contemplated by this Agreement. 2.4 At or subsequent to the Closing, the parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Closing and Closing Agreements. The closing of the purchase and sale of the Shares pursuant to any Purchase Notice as contemplated herein shall take place in Belize City, Belize (each, a "Closing") on that date (the "Closing Date") the Company in receipt of (a) a duly completed Purchase Notice, setting forth the applicable bid prices, the number of Shares purchased and the calculation of the Purchase Price and (b) satisfactory evidence that the Purchaser has deposited the Purchase Price, by wire in immediately available funds, to that account specified in Schedule A hereto, established for the purchase and sale of the Shares. On or prior to the Closing Date, the Company shall deliver to its transfer agent, Pacific Stock Transfer Co., to hold in escrow pending payment by the Purchaser of the Purchase Price in full, stock certificate(s) evidencing the subscription Shares set forth in the Purchase Notice and not rejected, in writing, by the Company prior to the Closing. Upon receipt of the Purchase Price, by wire transfer and in immediately available funds on the Closing Date, the stock certificate(s) shall be released from Escrow to the Purchaser.
Sample 1Sample 2
Closing and Closing Agreements. 2.1 The Closing (the "Closing") of the purchase and sale of the Membership Interests shall be held on or before June 29, 2001, (the "Closing Date"), at a specific date, place and time mutually agreed to by the parties, unless the parties mutually agree in writing to extend the date of Closing. 2.2 At the Closing, the Sellers shall deliver to Purchaser the certificate or certificates representing the Membership Interests, along with an Assignment Separate From Certificate (or an endorsement of the back of each certificate, if agreed upon by the parties) duly endorsed for transfer in order to sell, transfer, convey and assign the Membership Interests upon the payment of all cash sums specified in Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Purchaser in order to consummate the transactions contemplated by this Agreement. 2.3 At the Closing, the Purchaser shall deliver to the Sellers (i) the sum of $110,000.00. by U.S. Bank check or Wire Transfer, and
Sample 1
Closing and Closing Agreements. Within 10 days after the ------------------------------ execution of this Agreement: (a) the Purchaser shall deliver the Purchase Price to Xxxxxx & Xxxxx, P.A. which shall hold the Purchase Price in an account bearing interest of at least four percent (4%) per annum and shall pay the Purchase Price to the Seller on the Closing Date; and (b) the Seller shall deliver all stock certificates representing the Company Shares, along with stock powers duly endorsed in blank, to the Law Offices of Xxxxx X. Xxxxxxxxx which shall hold such certificates and stock powers and shall deliver same to the Purchaser on the Closing Date. The Seller shall be responsible for any actual interest expense incurred by the Purchaser in connection with amounts representing the Purchase Price deposited in escrow with Xxxxxx & Xxxxx, P.A. (the "Interest Expense"). Accordingly, the Purchaser shall be entitled to receive all amounts of interest accrued in connection with any amounts representing the Purchase Price deposited in escrow with Xxxxxx & Zeder, P.A. up to the Closing Date (the "Escrow Interest"), and the Seller shall make a payment to the Purchaser on the Closing Date (to be reflected as a credit to the Purchaser) of an amount equal to the excess of the Interest Expense over the Escrow Interest. The closing (the "Closing") of the purchase and sale of the Company Shares shall be held on or after August 29, 2001 (the "Closing Date"), at a time and location mutually agreed to by the parties, unless the parties mutually agree in writing to extend the date of Closing.
Sample 1
Closing and Closing Agreements. 2.1 The Closing (the "Closing") of the purchase and sale of the Company Shares shall occur within 7 days of the execution of this Agreement, unless the parties mutually agree in writing to extend the date of Closing. 2.2 At the Closing, the Seller shall deliver to the Buyer the certificate or certificates representing the Company Shares, along with a stock power duly endorsed for transfer in order to sell, transfer, convey and assign the Company Shares upon the payment of all cash sums specified in Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Buyer in order to consummate the transactions contemplated by this Agreement (the "Closing Documents"). 2.3 The Buyer shall deliver to the Seller the Purchase Price in accordance with Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement.
Sample 1
Closing and Closing Agreements. The closing of the purchase and sale of the Shares as contemplated herein shall take place at 9:00 a.m. (EDT) on May 23, 2008 at the offices of counsel for the Purchaser in Xxxxxxx, Xxxxxxx, Xxxxxx, or at such other date or time or place as may be agreed to by the parties in writing.
Sample 1
Closing and Closing Agreements. The closing of the transactions contemplated herein shall occur at 0000 Xxxxxxxxx Xxx, Xxxxxx xxxx, Xxxxxx, Xxxxxxx Xxxxxxx within 10 business days of the receipt by the Company of the Purchase Notice, or on such other date as the parties may mutually agree in writing (the "Closing Date"). Upon the Closing Date, the Company shall deliver all stock certificates representing the Shares purchased, to Pro-Video International, Inc. which shall hold such certificates and shall deliver same to the Purchaser upon the receipt of the Purchase Price by wire transfer of immediately available funds to the Company.
Sample 1
AutoNDA by SimpleDocs
Closing and Closing Agreements. (a) The Closing (the "Closing") of the purchase and sale of the Shares shall be held on or before August 27, 2001, (the "Closing Date"), at a specific date, place and time mutually agreed to by the parties, unless the parties mutually agree in writing to extend the date of Closing. (c) At the Closing, the Buyer shall deliver to (i) the Selling Shareholder (A) the sum of $1.00, along with two executed copies of this Agreement; and (B) such other duly executed instruments or documents as may be reasonably requested by Selling Shareholder in order to consummate the transactions contemplated by this Agreement. (d) At the Closing, the Buyer shall deliver to (i) the Issuer (A) the a sum of $4,549.00 in cash, together with the Buyer's Promissory Demand Note in the amount $465,450.00, along with two executed copies of this Agreement; and (B) such other duly executed instruments or documents as may be reasonably requested by Issuer in order to consummate the transactions contemplated by this Agreement (e) At or subsequent to the Closing, the parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby.
Sample 1
Closing and Closing Agreements. 2.1 The Closing (the "Closing') of the purchase and sale of the Company Shares shall occur within two days of the execution of this Agreement, unless the parties mutually agree in writing to extend the date of Closing. 2.2 At the Closing the Sellers shall deliver to the Buyers the certificates representing the Company Shares, along with a stock power duly endorsed for transfer in order to sell, transfer, convey and assign the Company Shares upon the payment of all cash sums specified in Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Buyers in order to consummate the transactions contemplated by this Agreement (the "Closing Documents"). 2.3 The Buyers shall deliver to the Sellers the Purchase Price in accordance with Section 1 above, and such other duly executed instruments or documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement. 2.4 The Sellers shall deliver the Closing Documents to the Buyers and the Buyers shall remit the Purchase Price to the Sellers. If the Sellers fail to deliver the Closing Documents or the Buyers fails to deliver the Purchase Price at the Closing, this Agreement shall be void and of no affect. 2.5 At or subsequent to the Closing, the parties shall execute and deliver any other instruments and take any actions, which may be reasonably required for the implementation of this Agreement and the transactions contemplated hereby.
Sample 1

Related to Closing and Closing Agreements

  • Closing Agreements Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Laws regarding Taxes) executed on or prior to the date of this Agreement.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of 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 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

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

  • Closing Matters (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

  • Closing and Escrow 7.1 Upon execution of this Agreement, the parties shall deliver an executed counterpart of this Agreement to the Title Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Due Diligence Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) business days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. 7.2 The consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the office of the Title Company, on a date which is fifteen (15) days following the end of the Due Diligence Period, or such later date as provided in Section 4.3 or as may be agreed by the parties in writing. 7.3 At least one business day prior to the Closing Date, Seller shall deliver the following into escrow with the Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel): (a) A duly executed and acknowledged General Warranty Deed (herein referred to as the "Deed") in recordable form conveying the Property to Buyer as grantee therein, subject only to Permitted Exceptions. (b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's rigxx, title and ixxxxest in and to the fixtures and personal property described in Section 1.2. (c) An affidavit dated as of the date of Closing, duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations. (d) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Insurance Company for the purpose of issuing an Seller's title insurance policy without exception for parties in possession or mechanics and materialmens liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller. (e) A certificate, duly executed, updating the representations and warranties of Seller set forth in this Agreement through Closing, which certificate shall state that there has been no material change in such representations and warranties, or if so, what changes have taken place. (f) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Buyer pursuant to Section 7.4. (g) A duly executed 1099-S Designation Form. (h) Such other documents as are reasonably necessary to consummate this Agreement including, without limitation, such events as may be required by Lease with the General Services Administration ("Tenant"). Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. 7.4 Buyer shall deliver the following into escrow with the Title Company, at least one business day prior to the Closing Date, unless otherwise specified: (a) The balance of the Purchase Price as required by Section 2.1(b), which will be wired to the Title Company no later than 11:00 a.m. on the Closing Date. (b) A duly executed certificate updating the representations and warranties of Buyer set forth in this Agreement through such Closing Date, which certificate shall state that there has been no material change in said representations and warranties, or if so, what changes have taken place. (c) A certificate from the Michigan Secretary of State dated no more than sixty (60) days prior to the Closing, confirming that Buyer is duly formed and in good standing under the laws of such state. (d) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall be reasonably requested to evidence the authority of Buyer to enter into and consummate the transactions contemplated by this Agreement. (e) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Seller pursuant to Section 7.3. (f) Such other documents as are reasonably necessary to consummate this Agreement. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. 7.5 Upon receipt of all the funds and documents described in Sections 7.3 and 7.4, above, the Title Company shall, in accordance with escrow instructions reasonably agreed upon by Seller and Buyer, (a) record the Deed and deliver the documents delivered into escrow by Seller to Buyer, and (b) disburse the Purchase Price, as adjusted, in accordance with the closing statement and in accordance with wiring instructions provided by Seller (provided that if Seller assigns this Agreement to a qualified intermediary in accordance with the provisions of Section 16.5, funds due Seller on account of the Purchase Price shall instead be delivered to such qualified intermediary), and deliver the documents from escrow to the party entitled to receive the same.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!