Closing; Funding. The execution and delivery of this Agreement by the Constituent Companies and each of the Purchasers shall occur at the offices of Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, at 11:00 a.m., New York, New York time, at a closing (the “Closing”) on November 15, 2004 or on such other Business Day thereafter on or prior to December 14, 2004 as may be agreed upon by the Constituent Companies and the Purchasers. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, at 11:00 a.m., New York, New York time on December 14, 2004 or on such other Business Day thereafter as may be agreed upon by the Constituent Companies and the Purchasers (the “Funding Date”). On the Funding Date, the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the Funding Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer. If on the Funding Date the Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 5 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
Closing; Funding. The sale and purchase of the Series 2008-A Notes to be purchased by each Purchaser shall occur on May 30, 2008 (the “Closing Date”) at 11:00 a.m. New York, New York time at the offices of Xxxxxx Xxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Closing Date, the Company will deliver to each Purchaser the Series 2008-A Notes to be purchased by such Purchaser in the form of a single Series 2008-A Note (or such greater number of Series 2008-A Notes in denominations of at least $100,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company in accordance with the funding instructions described in Section 4.9. If, on the Closing Date, the Company shall fail to tender such Series 2008-A Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 5 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
Closing; Funding. In conjunction with the Closing the Company shall prepare a Company Offered Private Placement Memorandum for the sale of no less than 2,500,000 shares and no more than 6,666,667 shares at a price of $0.30 per share (for a minimum raise of $750,000 and a maximum raise of $2,000,000). At least $750,000, less applicable offering expenses, shall be placed in escrow on or before the Closing with such funds being released as a condition of Closing and the offering closed at such time.
Closing; Funding. (a) The closing of the transactions described above (the “Closing”) will take place at the time and place at which the initial closing of the IPO occurs. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
Closing; Funding. 13 Section 2.04. Payments................................................................................ 13 Section 2.05. Fees.................................................................................... 13 Section 2.06. Interest Rate Limitation................................................................ 14
Closing; Funding. (a) Subject to the satisfaction or waiver of the conditions to closing set forth in Article V, the execution and delivery of this Agreement and the Security Documents shall take place at the offices of Browx & Xood XXX, 56th Floor, One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx December 10, 1997, or such other time and place as the parties shall agree (herein called the "Closing Date").
Closing; Funding. Immediately following the Closing, Seller shall pay to Buyer $1,069,701 in cash, which represents the estimated $3,676,829 in current liabilities as of the Closing to be assumed by Buyer hereunder related to the hotels listed in Parts I and II of Exhibit A and the Laundries, minus the $1,325,000 agreed value of the assets transferred hereby as set forth on Schedule 1.1(a), minus the $1,282,128 Union Annuity liability set forth as item 226 on the last page of Schedule 1.1(b). Promptly following October 15, 1998, Buyer and Seller shall agree upon the actual liabilities funded by Buyer during such period if actual liabilities funded exceeded $2,351,829, the excess shall promptly be paid by Seller to Buyer. If liabilities funded were less than $2,351,829, the difference shall promptly be paid by Buyer to Seller.
