CLOSING NOTICES; FINAL CLOSING Sample Clauses

CLOSING NOTICES; FINAL CLOSING. THCI shall deliver a notice (the "INITIAL CLOSING DATE NOTICE"), substantially in the form of Exhibit 2.01(d)(i), to the Acquirors as promptly as practicable after THCI determines, in good faith, the date on which it expects the conditions to the obligations of the parties to consummate the Initial Closing to be satisfied, and the Acquirors shall cooperate with THCI in making such determination. THCI may deliver a notice (a "SUBSEQUENT CLOSING DATE NOTICE"), substantially in the form of Exhibit 2.01(d)(ii), to the Acquirors at any time after THCI determines, in good faith, the date on which it expects the conditions to the obligations of the parties to consummate a Subsequent Closing with respect to one or more Properties or Partnership Interests to be satisfied and the Acquirors shall cooperate with THCI in making such determination. The parties shall cooperate to schedule and hold a final Closing not later than December 31, 1998 with respect to all Properties and Partnership Interests for which the conditions to the obligations of the parties to consummate a Closing have been satisfied or waived by the applicable parties, it being understood that THCI shall have no further obligation to sell, and the Acquirors shall have no further obligation to purchase, any Properties or Partnership Interests for which such conditions have not been satisfied on or prior to such date. The Initial Closing Date Notice and each Subsequent Closing Date Notice shall specify the Properties and the Partnership Interests , if any, to be transferred, shall contain an estimate of the Adjusted Allocated Purchase Prices for such Properties and Partnership Interests and the basis for THCI's estimates thereof and may, at the election of THCI, identify one or more Qualified Intermediaries and the Property or Properties with respect to which each such Qualified Intermediary is to receive payment.
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Related to CLOSING NOTICES; FINAL CLOSING

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

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

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

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

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