Common use of Closing Notices Clause in Contracts

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 such Purchaser of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2.

Closing Notices. At The Seller shall deliver a notice (the "Initial Closing Date Notice") to Buyer at such time as Seller determines, in good faith, the date on which it expects the conditions to the obligations of the parties to consummate the Initial Closing (i.e. the closing in respect of at least three the Phase I Shopping Centers and the Interests) to be satisfied, which Initial Closing Date Notice shall be delivered no later than August 9, 1999 (3the "Outside Initial Closing Notice Date"). Seller shall have the right to defer sending the Initial Closing Date Notice in order to maximize the number of Shopping Centers to be included in the Initial Closing, provided such deferral shall not extend beyond the Outside Initial Closing Notice Date. The Subsequent Closing Date(s) Business Days before shall be designated by each Property Owner under each applicable Acquisition Agreement by a notice (a "Subsequent Closing Date Notice") delivered to the anticipated Buyer at any time any such Property Owner determines, in good faith, the date on which it expects the conditions to the obligations of the parties with respect to a Subsequent Closing with respect to one or more Phase II Shopping Centers to be satisfied. Following the Initial Closing, the parties shall cooperate to schedule and hold a final Closing not later than December 31, 1999 (the "Outside Final 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 all XXX Portfolio Properties (and the related Pending Management Agreements) for which the conditions to the account specified obligations of the parties to consummate a Closing have been satisfied or waived by the Issuer in the Closing Noticeapplicable parties, such funds to be held by the Issuer in escrow until the Closing separate from the Trust Accountit being understood that, and deliver to the Issuer such information except 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 discretion2.00(d), the Issuer Seller shall promptly deliverhave no further obligation to cause any Property Owner to sell, and Buyer shall have no further obligation to purchase, any XXX Portfolio Properties for which such Purchaser or its nominee the Convertible Notes. In the event that the consummation of the Transaction does conditions have 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 been satisfied or waived on or prior to such date. The Initial Closing Date Notice and each Subsequent Closing Date Notice shall specify the applicable XXX Portfolio Properties to be included in such Closing. Each Closing hereunder shall occur through a title insurance company, and through a closing escrow arrangement, both mutually agreeable to the parties. Any Closing Date selected by Seller hereunder shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld or delayed. In no event shall Buyer be entitled to postpone a Closing Date designated by Seller by more than thirty (30) days or beyond the Outside Final Closing Date, and (y) unless and until this Agreement is terminated in accordance with except for closings occurring after the Outside Final Closing Date pursuant to 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 such Purchaser of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 22.00(d).