Closing Notices Sample Clauses

Closing Notices. At least three (3) Business Days before the anticipated Closing Date, the Issuer shall deliver written notice to the Collateral Agent and the Purchasers (the “Closing Notice”) specifying (i) the anticipated Closing Date, (ii) the aggregate principal amount of Convertible Notes to be issued to Purchaser, and (iii) the wire instructions for delivery of the Purchase Price to the Issuer. Immediately prior to the consummation of the Transaction, each Purchaser shall deliver the Purchase Price for the Convertible Notes (net of the Backstop Fee and Purchaser Expenses, as applicable) with respect to such Purchaser’s Allocated Share by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer in escrow until the Closing separate from the Trust Account, and deliver to the Issuer such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Convertible Notes to such Purchaser or its nominee, including, without limitation, a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, at the Closing (or such later date agreed by such Purchaser it its sole discretion), the Issuer shall promptly deliver, to such Purchaser or its nominee the Convertible Notes. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice (the “Closing Outside Date”), unless otherwise agreed to in writing by the Issuer and Purchaser, the Issuer will promptly return (but in no event later than one (1) Business Day after the Closing Outside Date) the funds so delivered by the Purchasers to the Issuer pursuant to this Section 2.2 by wire transfer in immediately available funds to the account(s) specified by the Purchasers. Notwithstanding such return (x) a failure to consummate the Transaction on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Agreement is terminated in accordance with Section 10 herein, each Purchaser shall remain obligated until the Merger Outside Date (A) to redeliver funds to the Issuer following the Issuer’s delivery to suc...
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Closing Notices a. This closing shall be held on or before January 15, 2021 at the Seller’s Broker’s office or at such other place as designated by the Seller. b. At the closing, the Purchaser shall deliver to Seller such documents and funds to which Seller is entitled under this Agreement, and upon receipt of all funds and documents, the Seller shall deliver the deed to Purchaser, and shall deliver to Purchaser such other documents and funds to which Purchaser is entitled under this Agreement. This Agreement shall be considered to be controlling at closing. If closing has not occurred by 60 (sixty) days from the date of this accepted Agreement, Seller may at sellers option terminate the Agreement by written notice to Purchaser after which the Agreement shall be void and the parties shall have no further responsibility hereunder.
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Closing Notices. 20 2.02 Delivery of Servicing Files ............................................ 20 2.03
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Closing Notices. At any time following the date of this Agreement, the Company may deliver to Parent a certificate (a “Company Certificate”) signed by an authorized officer of the Company to the effect that each of the conditions set forth in Section 7.1(a) through Section 7.1(f) inclusive (the “Fundamental Closing Conditions”) have been Table of Contents satisfied as of the date of the Company Certificate (the “Certificate Effective Time”). Notwithstanding anything to the contrary in this Agreement, if the Company delivers a Company Certificate, then, if Parent has not delivered a written notice to the Company and the Stockholder Representative objecting to the accuracy of the statements contained in the Company Certificate by 5:00 pm New York Time on the second Business Day following the date of the Company Certificate, effective as of such time (A) all the representations and warranties of the Company contained in this Agreement as of Certificate Effective Time shall be deemed, for all purposes of this Agreement, to be the representations and warranties of the Company as of the Closing Date without consideration of any events that occur following the Certificate Effective Time, (B) the Company shall have no further obligations under Section 6.12 as of and following the Certificate Effective Time and (C) the conditions set forth in Section 7.1(a) and Section 7.1(e) shall terminate ab initio with no further force or effect as of the Certificate Effective Time.
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Closing Notices. Only upon the successful closing of the transactions contemplated herein, Seller shall (i) notify each of * * * of this Agreement, the agreements to be entered into by the parties hereto (the “Ancillary Agreements”) and the transactions contemplated hereby and thereby; and (ii) comply with all applicable reporting requirements imposed by the International Investment and Trade in Services Survey Act (22 U.S.C. § 3101 et seq.), including, to the extent required, the completion and filing of Form BE-13 (Initial Report on a Foreign Person’s Direct or Indirect Acquisition, Establishment, or Purchase of the Operating Assets of a U.S. Business Enterprise, Including Real Estate) with the Bureau of Economic Analysis of the United States Department of Commerce no later than 45 days following the Closing Date.
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Closing Notices. Symantec agrees that it shall provide written notice to Tenant (i) within one (1) business day after Symantec has waived its due diligence contingencies under the contract pursuant to which Symantec is acquiring the Buildings, which notice shall include the date upon which Symantec anticipates closing the acquisition of the Buildings, and (ii) within one (1) business day after Symantec has closed the acquisition of the Buildings.
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Closing Notices. Upon the delivery by the Master Servicer to the Sub-Servicer of an Origination Closing Notice, together with a Mortgage Loan Schedule and a copy of the Mortgage and Mortgage Note (any or all of which may be by facsimile transmission), each related Mortgage Loan shall become subject to the terms of this Agreement.
Sample 1
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Related to Closing Notices

  • Closing Deliveries (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agreement to the contrary, unless the Buyers would not be obligated to purchase the Purchased Shares by reason of the failure of any Closing Condition to be fulfilled as of the Termination Date, if on the day prior to the Closing Date, Buyers provide written notice to RiverNorth that they will, on the Closing Date, purchase Company Shares from Sellers for an aggregate purchase price of at least $46,103,000 but less than then $57,628,750 (which notice shall specify the amount Buyers will purchase on the Closing Date (such amount, the “Notice Amount”)), for purposes of this Section 1.3, each amount on Schedule I hereto shall be reduced to the amount derived by multiplying each such number by the quotient resulting from the Notice Amount divided by 57,628,750, and Closing shall proceed in accordance with terms of this Agreement based on such modified Schedule I. For the avoidance of doubt, nothing in this Section 1.3(d)(iv) modifies the obligation of the Buyers to purchase the Purchased Shares, subject to the terms and conditions of this Agreement. Nothing shall prevent RiverNorth from seeking to compel specific performance of the terms this Agreement in accordance with Section 6.4 hereof.

  • Closing Deliveries by Purchaser Purchaser shall deliver or cause ------------------------------- to be delivered to Seller prior to or at the Closing the following: (a) A certificate dated the Closing Date and signed by an authorized officer of Purchaser certifying that the representations and warranties of Purchaser made in this Agreement are true and correct in all material respects as of the Closing as though made on and as of the Closing Date, that Purchaser has complied with and performed in all material respects the covenants and agreements of Purchaser set forth in this Agreement required to be complied with or performed prior to or at the Closing, and that no Proceeding by any Governmental Authority or other person shall have been instituted or threatened against Purchaser which seeks to enjoin, restrain or prohibit, or which questions the validity or legality of, the transactions contemplated hereby or which otherwise seeks to affect or could affect the transactions contemplated hereby; (b) A Certificate from the Secretary of Purchaser, in form and substance reasonably satisfactory to Seller, setting forth the resolutions of the Board of Directors of Purchaser authorizing the execution, delivery and performance of this Agreement and all Ancillary Documents to be executed by Purchaser in connection herewith, the transactions contemplated hereby and thereby and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated hereby and thereby, by or on behalf of Purchaser; (c) Payment of the Purchase Price on the basis of the Estimated Purchase Price as provided in Paragraph 2.3(a); (d) The Assignment and Assumption Agreements, duly executed by Purchaser; and (e) An opinion, dated the Closing Date, of Xxxxxxx & Xxxx, S.C., substantially in the form of Exhibit 3.5(e). -------------- The statements contained in the certificates delivered by Purchaser pursuant to Paragraph 3.5(a) and 3.5(b) shall constitute warranties of Purchaser which shall survive the Closing.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

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