Closing Date; Closing. (a) Except as otherwise hereinafter provided, the Closing Date (the "Closing Date") shall be the second Friday upon which all conditions set forth in this Agreement are satisfied or waived or such other date as may be mutually agreeable to the parties hereto. The parties agree that they shall use reasonable best efforts, and take all necessary actions to do so, in order to close the transactions contemplated hereby on or prior to May 18, 2001.
(b) The delivery of the instruments of assignment and transfer to be delivered by Seller and payment by Seller of the amount set forth under this Agreement, delivery of the instruments of assumption to be delivered by Purchaser, and the other transactions herein contemplated to take place concurrently with such deliveries, assumptions, and payments (the "Closing"), shall take place on the Closing Date, at 10:00 a.m. (New York city time), at the offices of Carvxx Xxxeral Savings Bank, Seller, 75 Wxxx 000xx Xxxxxx, Xxx Xxxx, Xxx Xxxx (xx at such other time and place as are agreed to by the parties), and all such deliveries, assumptions, and payments shall be effective as of the close of business on the Closing Date.
(c) At the Closing, any funds to be paid on the Closing Date shall be paid by wire transfer of immediately available funds on the Closing Date as early as possible and, in any event, before 1:00 p.m. (New York City time) on the Closing Date, and, no effect shall be given to any assignment or assumption by Seller or Purchaser contained in this Agreement until Seller's wire transfer of funds is actually received on the Closing Date.
(d) Any deliveries, assignments, or transfers required under this Agreement, other than the foregoing, shall be made at the time and date specified in this Agreement (and where no time is specified, on or before the close of business on the date specified) and in the manner and place specified in this Agreement (or, where not specified, in the manner and place as may be reasonably requested in writing by the party that is to receive such delivery, assignment or transfer).
(e) The payment of the Final Transfer Amount, to the extent based on any of the items to be reflected on the Post-Closing Schedule, shall be determined as of the close of business on the Closing Date.
Closing Date; Closing. The Closing hereunder shall take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the second Business Day after each of the conditions set forth in Articles VII and VIII shall have been satisfied or waived, or at such other time and place as the parties hereto shall agree (the "Closing Date"). Upon satisfaction or waiver of all such conditions:
(i) the Company shall deliver to Buyer and Parent the instruments of transfer and conveyance required by Section 2.4 to evidence the ownership and possession of (x) the Transferred Assets other than the Fund GP Interest by Buyer and (y) the Fund GP Interest by Parent, and the Company and the Members shall deliver any and all certificates and other documents reasonably requested by Buyer evidencing or confirming any and all title, right and interest therein and thereto;
(ii) Buyer shall deliver to the Company the instruments of assumption and other documents reasonably requested by the Company and the Members required by Section 2.5 to evidence Buyer's assumption of the Assumed Liabilities and by Section 2.6 to evidence Buyer's assumption of the Assumed Contracts;
(iii) Buyer shall deliver to the Company the Cash Consideration by wire transfer of immediately available funds to an account specified by the Company, and
(iv) Parent shall issue the certificate representing the Shares in the name of the Company, and the Company shall execute a blank and undated stock power for such certificate to Parent, both of which shall be held in escrow pursuant to the Escrow Agreement in the form attached as Exhibit D (the "Escrow Agreement");
(v) the Members shall deliver the Letters of Credit (as defined in the Escrow Agreement) with an aggregate face amount for $1,850,000 and meeting the other requirements set forth in the Escrow Agreement. Upon the occurrence of the events described in clauses (i) through (v) immediately above, the closing hereunder will be deemed accomplished (the "Closing").
Closing Date; Closing. 4.1.1 Unless otherwise agreed by the Parties, the “Closing Date” shall be 24:00 hours CET on either (a) not later than the third (3) Business Day after the day on which the Closing Conditions have been satisfied or (b), if the date pursuant to (a) would be after the 5th Business Day of a calendar month, on the last day of such calendar month. Unless otherwise agreed, the Parties shall effect the consummation of the transactions contemplated by this Agreement (herein referred to as the “Closing”) on either the Closing Date (in the case of (a) above) or on the last Business Day of the relevant month (in the case of (b) above), in each case with legal effect as of the Closing Date. The Closing shall take place at the place as agreed upon by the Parties.
Closing Date; Closing. (a) The closing of the Transaction (the “Closing”) shall occur substantially concurrently with the execution of this Agreement. At the Closing, the Purchased Units shall be delivered by or on behalf of Seller to Buyer in registered form, against payment by Buyer of the Purchase Price in immediately available funds by wire transfer to the account specified in the instructions provided by Seller to Buyer on the date hereof.
(b) At the Closing, Seller shall provide to the transfer agent for the Common Units, with a copy to Buyer, a duly executed stock power or other appropriate instrument of sale, assignment and transfer with respect to the transfer of the Purchased Units to Buyer.
(c) At the Closing, Buyer shall provide Seller and the Partnership with an executed letter in the form of Annex A hereto.
(d) All transactions at the Closing will be deemed to have taken place simultaneously, and no transaction will be deemed to have been completed, and no document will be deemed to have been delivered, until all such transactions have been completed and all such documents have been delivered.
Closing Date; Closing. (a) Except as otherwise hereinafter provided, the closing date (the "Closing Date") shall be the second Friday upon which all conditions set forth in this Agreement are satisfied or waived or such other date as may be mutually agreeable to the parties hereto; provided, however, that unless otherwise mutually agreed by the parties, the Closing Date shall not be later than _________________.
(b) The delivery of the instruments of assignment and transfer to be delivered by Seller and payment by Seller of the amount set forth under this Agreement, delivery of the instruments of assumption to be delivered by Purchaser, and the other transactions herein contemplated to take place concurrently with such deliveries, assumptions, and payments (the "Closing"), shall take place on the Closing Date, at 9:00 a.m. Pacific Time, at the offices of Seller, 000 Xxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx (or at such other time and place as are agreed to by the parties), and all such deliveries, assumptions, and payments shall be effective as of the close of business on the Closing
Closing Date; Closing of the Stock Purchase Agreement is hereby amended to delete clause (ix) and to add the following paragraphs:
Closing Date; Closing on the Property shall be held no later than December 29, 2017 (the “Closing Date”) unless extended by the Parties in writing, in accordance with the terms of this Agreement. Closing shall be held at the offices of the Settlement Agent or another location acceptable to the Parties.
Closing Date; Closing. The closing of the transactions contemplated by this Agreement, including the Asset Purchase and immediately thereafter the Share Purchase (the “Closing”), shall take place at a time and date to be agreed between the Share Buyers and the Share Seller, which shall be no later than the second (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Article VIII (other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as the Share Buyers and the Share Seller agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” The Closing shall take place remotely, via exchange of documents and signatures.
Closing Date; Closing. The closing of the acquisition and issuance of the Shares hereunder (the "Closing") shall take place on the same Business Day as the Recapitalization Agreement Closing and the Merger Agreement Closing and shall be held as soon as reasonably practicable after satisfaction or waiver by the parties hereto of the conditions set forth in Article VI hereof. The date on which the Closing occurs is referred to herein as the "Closing Date." The Closing shall take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. At the Closing, (i) ECI shall issue the Shares to the Company registered in such names and denominations as the Company shall request, (ii) the transfer, conveyance, assignment and delivery of the Assets shall be effected by the delivery by the Company of such deeds, bills of sale, endorsements, assignments, certificates or other instruments as ECI shall reasonably request, (iii) the assumption of the Assumed Liabilities shall be effected by the delivery by ECI of such instruments of assumption as the Company shall reasonably request and (iv) ECI shall have consummated or caused ATNCo. to have consummated the wire transfer contemplated by Section 3.01 hereof.
Closing Date; Closing. The closing of the transactions contemplated by this Agreement, including the purchase and sale of the Company Share Capital (the “Closing”), shall take place at a time and date to be agreed between Buyer and the Sellers, which shall be no later than the fifth (5nd) Business Day after the satisfaction or waiver of the conditions set forth in ARTICLE VIII (other than those that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other time, date and location as the parties hereto agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date.” The Closing shall take place at the offices of Naschitz, Xxxxxxx, Xxxx & Co., Advocates, 0 Xxxxx Xxxxxx, Xxx-Xxxx, Xxxxxx 0000000. As of the Closing, 100% of the issued and outstanding Company Share Capital shall be purchased by Buyer and Buyer shall acquire good and valid title, free and clear of any Liens, to all Company Share Capital owned by the Sellers.
