Closing and Effective Time Sample Clauses

Closing and Effective Time. 3.1. Unless the Trusts agree otherwise, all acts necessary to consummate the Reorganization (the “Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on a date as to which they agree (the “Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for Fund securities of either Fund (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s judgment, accurate appraisal of the value of either Fund’s net assets and/or the NAV per share of any class of Acquiring Fund Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Acquiring Fund Trust’s offices or at another place as to which the Trusts agree. 3.2. The Acquired Fund shall direct the custodian of the Acquired Fund’s assets to deliver at the Closing a certificate of an authorized officer (the “Certificate”) stating that (a) the Assets it holds will be transferred to the Acquiring Fund at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, 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 Fund shall direct its transfer agent to deliver to the Acquiring Fund at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Acquired Fund Shares each Shareholder owns, and (c) the dividend reinvestment elections, if any, applicable to each Shareholder, all at the Effective Time. 3.4. The Acquiring Fund Trust shall direct its transfer agent to deliver to the Acquired Fund, (a) at the Closing, a confirmation, or other evidence satisfactory to the Acquired Fund, that the Acquiring Fund Shares to be issued to the Acquired Fund pursuant to paragraph 1.1(a) have been credited to the Acquired Fund’s account on the Acquiring Fund’s shareholder records and (b) at or as soon as reasonably pract...

Closing and Effective Time. 2.1 Unless the parties agree otherwise, all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to take place simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on or about April 30, 2021 (“Effective Time”). The Closing shall be held at the offices of Gemini Fund Services, LLC, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 2.2 Trust shall direct the custodian of Target Fund’s assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating and verifying that: (a) the Assets it holds will be transferred to Survivor Fund at the Effective Time; (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made; and (c) the information (including adjusted basis and holding period, by lot) concerning the Assets, including all portfolio securities, transferred by Target Fund to Survivor Fund, as reflected on Survivor Fund’s books immediately after the Effective Time, does or will conform to that information on Target Fund’s books immediately before the Effective Time. 2.3 Trust shall direct its transfer agent to deliver at the Closing: (a) to Trust, a Certificate: (1) verifying that Target Fund’s shareholder records contain each Shareholder’s name and address and the number of full and fractional outstanding Target Fund Shares that each such Shareholder owns at the Effective Time; and (2) as to the opening of accounts on Survivor Fund’s shareholder records in the names of the Shareholders; and (b) to Trust, a confirmation, or other evidence satisfactory to Trust, that the Survivor Fund Shares to be credited to Target Fund at the Effective Time have been credited to Target Fund’s account on those records. 2.4 Trust shall deliver to Trust and Advisor, within five days before the Closing, a Certificate listing each security, by name of issuer and number of shares, that is being carried on Target Fund’s books at an estimated fair market value provided by an authorized pricing vendor for Target Fund. 2.5 At the Closing, the Trust shall deliver, on behalf of each Fund, as applicable: (a) bills of sale, checks, assignments, share certificates, receipts, and/or other documents the Trust or its counsel reasonably requests; and (b) a Certificate in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect tha...

Closing and Effective Time. 3.1. Unless the Investment Companies agree otherwise (or, in the case of an EQAT Reorganization, EQAT determines otherwise), all acts necessary to consummate the Reorganization (“Closing”) shall be deemed to occur simultaneously as of immediately after the close of business (4:00 p.m., Eastern Time) on November 4, 2022, in the case of the Reorganization in which EQ/AXA Investment Managers Moderate Allocation Portfolio is the Target, or on November 11, 2022, in the case of the Reorganizations in which 1290 VT Low Volatility Global Equity Portfolio, EQ/Franklin Strategic Income Portfolio, and EQ/Invesco International Growth Portfolio are the Targets, or a later date as to which they agree (or EQAT determines) (“Effective Time”). If, at or immediately before the Valuation Time, (a) the NYSE or another primary trading market for portfolio securities of either Portfolio (each, an “Exchange”) is closed to trading or trading thereon is restricted or (b) trading or the reporting of trading on an Exchange or elsewhere is disrupted, so that, in either Board’s (or, in the case of an EQAT Reorganization, EQAT’s Board’s) judgment, accurate appraisal of the value of either Portfolio’s net assets and/or the NAV per share of either class of Acquiring Portfolio Shares is impracticable, the date of the Closing (and, therefore, the Valuation Time and the Effective Time) shall be postponed until the first business day on which that Exchange is open for regular trading after the day when that trading has been fully resumed and that reporting has been restored. The Closing shall be held at the Investment Companies’ offices or at another place as to which they agree. 3.2. EQAT shall direct the custodian of the Portfolios’ assets to deliver at the Closing a certificate of an authorized officer (“Certificate”) stating that (a) the Assets it holds will be transferred to Acquiring Portfolio at the Effective Time and (b) all necessary taxes in connection with the delivery of the Assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3. EQAT shall direct its transfer agent to deliver to the Acquiring Investment Company at or immediately after the Closing a Certificate stating that its records contain (a) the name, address, and taxpayer identification number of each Shareholder, (b) the number of full and fractional shares in each outstanding class of Target Shares each Shareholder owns, and (c) the div...

Closing and Effective Time. The consummation of the transactions contemplated by this Agreement shall take place at a closing (the "Closing") to be held at the offices of Fifth Third in Cincinnati, Ohio on a Friday selected by Fifth Third which is not more than 15 days after the satisfaction or waiver of all of the conditions precedent to consummation of the Merger set forth in Article VI hereof (other than those conditions which by their nature cannot be satisfied until the Closing), including the expiration of all regulatory waiting periods, have been fully met or effectively waived (the "Closing Date"). Pursuant to the filing of a certificate of merger (which shall be prepared by Fifth Third and reasonably satisfactory to Franklin) with the Secretary of State of each of the State of Ohio and the State of Tennessee, respectively, in accordance with law and this Agreement, the Merger provided for herein shall become effective at the close of business on said day (the "Effective Time"). By mutual agreement of the parties, the Closing may be held at any other time or place or on any other date and the effectiveness of the Merger (and the Effective Time) may be changed by such mutual agreement. None of the representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for agreements of the parties which by their terms are intended to be performed after the Effective Time.

Closing and Effective Time. Section 2.1

Closing and Effective Time. Subject to the provisions of this Agreement, the parties shall hold a closing (the “Closing”) on (i) the first business day on which the last of the conditions set forth in Article V to be fulfilled prior to the Closing is fulfilled or waived, or (ii) at such time and place as the parties hereto may agree. Notwithstanding the foregoing, the Closing Date, shall be considered the effective date of the Exchange for tax and accounting purposes (the “Effective Time”), but in no event shall the Closing occur later than July 15, 2021, unless both parties agree, in writing, to extend the Closing beyond that date.

Closing and Effective Time. 2.1 The Reorganization, together with related acts necessary to consummate the same (“Closing”), shall occur at the Investment Companies’ offices on or about ___________, 2009, or at such other place and/or on such other date as to which they may agree. All acts taking place at the Closing shall be deemed to take place simultaneously immediately after the close of business (i.e., 3:00 p.m., Central time) on the date thereof (“Effective Time”). 2.2 Each First Step Series (a) shall direct its fund accounting agent to deliver at the Closing a certificate of an authorized officer verifying that the information (including adjusted basis and holding period, by lot) concerning the Assets transferred by such First Step Series to New Company, on behalf of the corresponding New Fund, as reflected on such New Fund’s books immediately after the Closing, does or will conform to that information on the books of such First Step Series immediately before the Closing and (b) shall direct the custodian of its assets to deliver at the Closing a certificate of an authorized officer stating that the Assets it holds will be transferred to New Company, on that New Fund’s behalf, as of the Effective Time. 2.3 Each First Step Series shall direct its transfer agent to deliver at the Closing a certificate of an authorized officer stating that such First Step Series’ share transfer books contain the number of full and fractional outstanding Class Y Old Fund Shares each Shareholder owns, by class, as of the Effective Time. 2.4 New Company shall direct its transfer agent to deliver at the Closing a certificate as to the opening of accounts in the Shareholders’ names on each New Fund’s shareholder records. New Company shall issue and deliver to each First Step Series a confirmation, or other evidence satisfactory to such First Step Series, that the New Fund Shares to be credited to such First Step Series as of the Effective Time have been credited to that First Step Series’ accounts on those records. 2.5 At the Closing, each Investment Company shall deliver to the other (a) bills of sale, checks, assignments, stock certificates, receipts, and/or other documents the other Investment Company or its counsel reasonably requests and (b) a certificate executed in its name by its President or a Vice President in form and substance satisfactory to the recipient, and dated the Effective Time, to the effect that the representations and warranties it made in this Agreement are true and correct as ...

Closing and Effective Time. 42 Section 9.1. Closing....................................................................................42 Section 9.2. Effective Time.............................................................................42 ARTICLE X. NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES........................................................42 Section 10.1. No Survival................................................................................42 ARTICLE XI.

Closing and Effective Time. 16 Section 3.1. Effective Time .........................................16 Section 3.2. Closing ................................................16 Section 3.3. Post-Closing Adjustments ...............................18 ARTICLE IV INDEMNIFICATION ......................................................20 Section 4.1. Seller's Indemnification of Purchaser ..................20 Section 4.2. Purchaser's Indemnification of Seller ..................20 Section 4.3. Claims for Indemnity ...................................21 Section 4.4. Limitations on Indemnification .........................21 ARTICLE V