Closing and Effectiveness. (a) Unless otherwise agreed by Xxxxx and the Reinsurer, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the Business Day after all of the conditions set forth in Sections 12.1 and 12.2 are satisfied or waived by the Party or Parties entitled to waive the same (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at Closing) at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another date, time or place is agreed by the Parties. If and when the Closing is effected, the Parties’ rights and obligations under this Agreement shall commence on the Closing Date but shall be effective as of the Effective Date, as set forth herein. Notwithstanding the foregoing, the Closing may occur at such other place, at such other time or on such other date as Aspen and the Reinsurer may mutually agree. Xxxxx and the Reinsurer agree that the Closing may take place by conference call and electronic or facsimile delivery of signature pages. The date on which the Closing takes place is referred to herein as the “Closing Date.” The Closing shall be deemed to have occurred at 12:01 a.m., Eastern Time, on the Closing Date.
(b) Notwithstanding anything to the contrary set forth herein:
(i) the terms of the Original Agreement shall continue to apply until the Closing, at which time the terms of the Original Agreement shall no longer apply; and
(ii) the terms of this Agreement shall not apply until the Closing; provided, however, that the terms of the following shall apply from and after the date hereof: Sections 1.1 (to the extent necessary to give effect to the following Sections and Articles), 3.1(a), 3.2, 4.1(b), 4.1(c), 4.1(e), 4.2(a), 6.2, 6.3, 10.2, 10.3, 10.5, 10.6, 11.1 and 11.2 and ARTICLE XII, ARTICLE XIII, ARTICLE XIV, ARTICLE XV and ARTICLE XVI.
Closing and Effectiveness. (a) The transfer, assignment, set-over, pledge and conveyance of the Trust Estate took place at the offices of Xxxxxx & Xxxxxxx LLP, Sears Tower Suite 5800, 230 X. Xxxxxx, Chicago, IL 60606 on July 2, 2007.
(b) This Agreement amends and restates the Original Trust Agreement as of the Effective Date. Prior to the Effective Date, the Original Trust Agreement shall remain in full force and effect and is in all respects ratified and confirmed. Upon the effectiveness of this Agreement on the Effective Date, the terms and provisions of the Original Trust Agreement shall be restated in their entirety and each reference to the Original Trust Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement.
Closing and Effectiveness. The closing of the purchase and sale of the Assets and the assignment and assumption of the Assumed Liabilities (the "Closing") pursuant to this Agreement shall be effective as of the close of business on the Effective Date and shall take place on August 2, 1999 (the "Closing Date"). Deliveries at the Closing. At the Closing, in addition to the other actions contemplated elsewhere herein: Seller shall deliver, or shall cause to be delivered, to Buyer the following: a closing certificate and secretary's certificate, dated the Closing Date and signed by the Chief Executive Officer or President or a Vice President of Seller and by the Secretary of Seller, satisfactory to Buyer; a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, certified as of the Closing by the Secretary of Seller; UCC-3 termination statements effecting the termination or release of all Assets from the security interests identified in Schedule 3.5; a release from PNC Bank, National Association, in form reasonably satisfactory to Buyer, of the Assets from all security interests of the bank in the Assets; a written consent of the landlord with respect to the assignment to Buyer of the Connecticut Lease; a written consent of the landlord with respect to the assignment to Buyer of the New Jersey Leases; a written consent of the landlord with respect to the assignment to Buyer of the Florida Lease; and such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated by this Agreement; provided that, Seller shall have no liability under this Section if it cannot deliver the consents referred to in (v), (vi) and (vii) above, but it will use reasonable efforts to obtain such consents as promptly as possible. Buyer shall deliver, or shall cause to be delivered, to Seller the items described below: a closing certificate and secretary's certificate, dated the Closing Date signed by the President or a Vice President of Buyer and by the Secretary of Buyer, satisfactory to Seller; a copy of the resolutions of the board of directors or corresponding governing body of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents, certified as of the Closing by the Secretary of Buyer; the Note and collateral security documentation related thereto, executed by Buyer;
Closing and Effectiveness. The closing (the "OP Transactions Closing") of the Initial Contribution, the OP Merger and the Subsequent Contributions (collectively, the "OP Transactions") shall take place at the same time and place as the Closing. All of the documents and transactions relating to the OP Transactions Closing shall be deemed to be part of the Closing. The OP Transactions shall be conditioned upon prior effectiveness of the Merger and shall be effective immediately following the Effective Time of the Merger. At the OP Transactions Closing, MeriStar OP and FelCor Mergesub shall execute the Certificate of Merger (the "OP Merger Articles") in the form attached hereto as Exhibit "B", which certificate shall then be filed with the Delaware Secretary of State.
Closing and Effectiveness. 15 3.2 Support.................................................................................. 17 3.3 Waiver................................................................................... 19 3.4
Closing and Effectiveness. The closing of the purchase and sale of the Assets and the assignment and assumption of the Assumed Liabilities (the "Closing") pursuant to this Agreement shall be effective as of the close of business on May 31, 1999. Deliveries at the Closing. At the Closing, in addition to the other actions contemplated elsewhere herein: Seller shall deliver, or shall cause to be delivered, to Buyer the following: a Xxxx of Sale, Assignment and Assumption and the Mutual Release, in form satisfactory to Buyer; a closing certificate and secretary's certificate, dated the Closing Date and signed by the Chief Executive Officer or President of Seller, satisfactory to Buyer; copies of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, certified as of the Closing by the Secretary of Seller; such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated by this Agreement. Buyer shall deliver, or shall cause to be delivered, to Seller the items described below: a Xxxx of Sale, Assignment and Assumption and a Mutual Release, executed by Buyer, X. Xxxxxx and X. Xxxxxx, all in form satisfactory to Seller; a closing certificate and secretary's certificate, dated the Closing Date signed by the President or a Vice President of the general partner of Buyer, satisfactory to Seller; a copy of the resolutions of the board of directors or corresponding governing body of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents, certified as of the Closing by the Secretary of Buyer; such other documents and instruments as Seller may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.
Closing and Effectiveness. The closing of the sale and purchase of the Stock (herein called the "Closing") shall take place at 385 Cooper Road, Wesx Xxxxxx, XX 08091, at 10:00 A.M., local time, on October 2, 2006 (the "Closing Date"), at the offices of the Purchaser or at such other place as the parties may agree. The Closing Date may be extended in accordance with Section 11.1. Anything herein to the contrary notwithstanding, the transactions contemplated herein shall be deemed to have occurred on October 1, 2006.
Closing and Effectiveness. The closing of the OP Merger (the "OP Merger Closing") shall take place at the same time and place as the Closing. All of the documents and transactions relating to the OP Merger Closing shall be deemed to be part of the Closing. The OP Merger shall be conditioned upon prior effectiveness of the Merger and shall be effective at the Effective Time of the Merger. At the OP Merger Closing, MeriStar shall cause MeriStar OP to execute the Certificate of Merger (the "OP Merger Articles") in the form attached hereto as Exhibit "B", which certificate shall then be executed by FelCor OP and filed with the Delaware Secretary of State.
Closing and Effectiveness. The closing of the purchase and sale of the Assets and the assignment and assumption of the Assumed Liabilities (the "Closing") pursuant to this Agreement shall be effective as of the close of business on June 30, 1999 and shall take place on the date hereof (the "Closing Date").
Closing and Effectiveness
