Closing; General Sample Clauses

Closing; General. The closing (the “Closing”) shall take place at the offices of XxXxxxxxx Will & Xxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 6.2 and 6.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) (the “Closing Date”) or on such other date or at such other time or location as the Seller and the Purchaser shall mutually agree, and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. The Seller will sell to the Purchaser, and the Purchaser will purchase from the Seller, all of the Membership Interests on the Closing Date, in consideration of the payment by the Purchaser of the applicable portion of the Purchase Price on the Closing Date and the Deferred Purchase Price at such time as provided herein.
Sample 1
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Closing; General. The closing (the “Closing”) shall take place at the offices of XxXxxxxxx Will & Xxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. on February 28, 2020 if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 (assuming the satisfaction, fulfillment or waiver of the other conditions set forth in Sections 5.2 and 5.4 on February 28, 2020, and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing); provided, however, if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are not satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 or the other conditions set forth in Section 5.2 and 5.4 are not satisfied, fulfilled or waived on February 28, 2020, then the Closing shall take place on the third (3rd) Business Day after satisfaction of the conditions set forth in Sections 5.2 and 5.4 hereof (and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing) (the “Closing Date”), or on such other date or at such other time or location as the Company Parties and the Purchasers shall mutually agree. The Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date in consideration of the payment by the Purchasers of the Closing Date Purchase Price plus the Additional Closing Date Payment on the Closing Date and the Deferred Cash Purchase Price, the Deferred TRA Payment Amount and the Contingent Amount at such time as provided herein, (i) Acurity will sell, transfer and assign to Premier Acurity Purchaser, and Premier Acurity Purchaser will purchase, acquire and assume from Acurity, the Transferred Acurity Assets and the Assumed Acurity Liabilities, and (ii) Nexera will sell, transfer and assign to Premier Nexera Purchaser, and Premier Nexera Purchaser will purchase, acquire and assume from Nexera, the Transferred Nexera Assets and the Assumed Nexera Liabilities.
Sample 1
Closing; General. The closing (the “Closing”) shall take place remotely via the mutual electronic exchange of documents and signatures on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 5.2 and 5.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or on such other date or at such other time or location as TRPN Direct Pay (on behalf of the Selling Companies) and the Purchaser shall mutually agree (the “Closing Date”), and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date, the Selling Companies will sell, transfer and assign to the Purchaser, and the Purchaser will purchase, acquire and assume from the Selling Companies, the Transferred Assets and the Assumed Liabilities.
Sample 1
Closing; General. The closing (the “Closing”) shall take place at the offices of XxXxxxxxx Will & Xxxxx LLP, located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 a.m. on November 5, 2015 (the “Closing Date”} or on such other date or at such other time or location as the Holder and the Purchaser shall mutually agree. On the Closing Date, the Holder will sell, transfer and assign to the Purchaser, and the Purchaser will purchase, acquire and assume from the Holder, the Transferred Assets.
Sample 1

Related to Closing; General

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

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