Closing Date; Closing Clause Samples
The 'Closing Date; Closing' clause defines the specific date and procedures by which the final transfer of ownership or completion of a transaction will occur between the parties. It typically outlines the exact timing, location, and conditions that must be met for the closing to take place, such as the delivery of documents, payment of funds, and satisfaction of any outstanding obligations. This clause ensures that both parties are aligned on when and how the transaction will be finalized, thereby providing certainty and reducing the risk of misunderstandings or delays.
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Closing Date; Closing. (a) Except as hereinafter provided, the closing hereunder (herein called the "Closing") shall take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ at 10:00 A.M. on the date that is five (5) Business Days after each of the conditions precedent to the Closing shall have been satisfied or waived, but not later than May 31, 1997, unless otherwise mutually agreed to in writing by Purchaser and Sellers. The date of the Closing is referred to in this Agreement as the "Closing Date".
(b) All proceedings to be taken and all documents to be executed and delivered by Sellers in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Purchaser and its counsel. All proceedings to be taken and all documents to be executed and delivered by Purchaser in connection with the consummation of the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Sellers and their counsel. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.
(c) At the Closing, or immediately thereafter, as applicable, Sellers shall deliver, or shall cause to be delivered, to Purchaser (other than with respect to clause (i) below which shall be delivered to Company) the following:
(i) Certificates representing the Seller Shares, which certificates shall be duly endorsed in blank or, in lieu thereof, shall have affixed thereto stock powers executed in blank, and in proper form for transfer.
(ii) Certificates representing the Purchaser Shares duly registered in the names of each Purchaser as Purchaser shall designate to Company and Sellers prior to the Closing.
(iii) Opinions of counsel for Sellers and Company, each dated the Closing Date, setting forth the matters required pursuant to Section 8(d) hereof.
(iv) The certificates signed by Sellers and Company as referred to in Section 8(e) hereof.
(v) The certified resolutions of the Boards of Directors of Sellers referred to in Section 8(f) hereof.
(vi) An incumbency certificate setting forth the names of officers of each Seller who are authorized to execute this Agreement and all documents executed by Sellers pursuant hereto, together with their respective signat...
Closing Date; Closing. The consummation of the purchase and assumption transactions (the "Closing") provided for in this Agreement shall occur (i) no later than fifteen (15) calendar days after receipt by the parties of all required regulatory approvals and all other approvals, consents and assignments required by law or contract for consummation of the transactions provided for herein and lapse of all required waiting periods associated therewith (such date referred to hereinafter as the "Closing Date"), with a target date of August 29, 2009 or (ii) such other date as is mutually agreed upon in writing by the parties hereto. In any event, the Closing Date may be extended to December 30, 2009, if regulatory approvals and waiting periods necessitate, in accordance with paragraph 9.4C herein. Delivery of the documents and instruments to be delivered by Seller and Purchaser, payment of the Transfer Payment by Seller or Purchaser and other transactions herein contemplated to take place concurrently with such deliveries, assumptions and payments, shall take place on the Closing Date at 8:00 a.m. (local time) at the offices of Seller in the State of Washington (or at such other time and place as are agreed to by both parties), and all such transactions shall be deemed effective as of the close of business on the day immediately before the Closing Date; provided, however, that any payment to be made by either party to the other by wire transfer of immediately available funds on the Closing Date shall be made by wire transfer initiated prior to 10:00 a.m. (local time) on the Closing Date (or on the business day immediately before the Closing Date, if the Closing Date occurs on a day when funds cannot be wired for same day reinvestment). Any deliveries, conveyances, 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 start of business on the date specified) and in the manner and place specified in this Agreement (of, where not specified, in the manner and place as reasonably requested in writing by the party that is to receive such delivery, conveyances, assignment or transfer).
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, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (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. The closing of the purchase and sale of the Prior Repurchase Shares and Trust Shares and, immediately thereafter, the closing of the exchange of the ▇▇▇▇▇▇▇ Shares for the Class A Common Stock and the Prior Exchange Shares for the Class B Common Stock hereunder (collectively, the "Closing") shall take place on the same day as the Subscription Agreement Closing and the Merger Agreement Closing (and shall occur after the Subscription Agreement Closing and prior to 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. At the Closing, (i) the Company shall pay by wire transfer of immediately available funds to an account specified therefor by Prior the aggregate purchase price for the Prior Repurchase Shares, (ii) the Company shall pay by wire transfer of immediately available funds to an account specified therefor by the Trust the aggregate purchase price for the Trust Shares, (iii) Prior shall deliver to the Company the Prior Repurchase Shares duly endorsed in blank for transfer or accompanied by a duly executed stock power assigning the Prior Repurchase Shares in blank, (iv) the Trust shall deliver to the Company the Trust Shares duly endorsed in blank for transfer or accompanied by a duly executed stock power assigning the Trust Shares in blank, (v) the Company shall issue 3,325,000 shares of Class A Common Stock to ▇▇▇▇▇▇▇ registered in such names and denominations as ▇▇▇▇▇▇▇ shall request, (vi) the Company shall issue 2,927,038 shares of Class B Common Stock to Prior registered in such names and denominations as Prior shall request, (vii) ▇▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇▇ Shares duly endorsed in blank or accompanied by a duly executed stock power assigning the ▇▇▇▇▇▇▇ Shares in blank and (viii) Prior shall deliver to the Company the Prior Exchange Shares duly endorsed in blank or accompanied by a duly executed stock power assigning the Prior Exchange Shares in blank.
Closing Date; Closing. The Parties will close the Contemplated Transactions on (a) [●], 2018 at 12:01 a.m. Eastern Time, or (b) such other date agreed to by the Parties following the receipt of all regulatory approvals and satisfaction of all conditions precedent to Closing set forth herein (the “Closing Date”). The Closing Date will be no later than [●], 2018 (the “Closing Deadline”) unless the Parties otherwise agree in writing. The delivery of the documents required to be delivered on the Closing Date by the respective Parties (the “Closing”) will occur on the Business Day immediately before the Closing Date, at the offices of [●], or any other date or location agreed to by the Parties. All documents to be executed and actions to be taken, pursuant to this Agreement, at the Closing, will be deemed to have been executed and to have been taken substantially concurrently, and no action will be deemed to be complete until all are completed. Unless the Parties otherwise agree in writing, the Contemplated Transactions to become effective as of the Closing Date, will become so effective, provided that, as of the Closing Date, all of the Closing conditions (except for any Closing condition that has been waived in writing by all Parties entitled to do so) have occurred, including the delivery by each Party of each of the Closing documents required to be delivered by such Party hereunder.
Closing Date; Closing. Escrow shall open on the date on which a copy of this Agreement, properly executed by the parties hereto, has been deposited with Escrow Holder, which copy the parties hereto agree shall be delivered to Escrow Holder immediately following execution. Escrow Holder shall notify the parties immediately upon receipt of a copy of this Agreement as so executed as to the date of the opening of Escrow. The Closing Date shall occur fifteen (15) days following the End of the Financing Contingency Period; provided, however, that if the Closing Date falls on a Saturday, Sunday or holiday, the Closing shall occur on the next business day thereafter. Buyer shall have the right to extend the Closing for up to fifteen (15) days if necessary to finalize the loan. In such case Buyer agrees to deposit into the Escrow the additional amount of Sixty Thousand Dollars ($60,000) to be held for the benefit of Buyer as part of the ▇▇▇▇▇▇▇ Money Deposit. The Closing shall take place on the Closing Date, at the Closing Office at 10:00 A.M. or at such other place and time as the parties shall mutually agree.
Closing Date; Closing. (a) The closing hereunder (herein called the "Closing") shall take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ immediately following the consummation of the transactions contemplated by the CAC Subscription Agreement. The date of the Closing is referred to in this Agreement as the "Closing Date".
(b) At the Closing, Seller shall deliver, or shall cause to be delivered, to Purchaser certificates representing the Seller Shares duly endorsed in blank or accompanied by duly executed stock powers as requested by Purchaser.
(c) At the Closing, Purchaser shall cause the wire transfer of $125,000,000 in U.S. dollars in immediately available funds to be made to an account specified by Seller.