Closing of Acquisition. The transactions contemplated by the Antara Purchase Agreement shall have been consummated or shall be consummated substantially simultaneously with the Closing; provided that PRF acknowledges that the parties to the Antara Purchase Agreement have waived receipt of one of the Required Consents (as defined in the Antara Purchase Agreement) (the “Waived Consent”).
Closing of Acquisition. All conditions precedent to the closing of the Acquisition are satisfied (or waived with the prior written approval of Lender) and the Seller is irrevocably committed to transfer the Transferred Property to Borrower contingent solely upon payment of the applicable purchase price contained in the PSA. All of the deliverables required of the Seller under Section 6.5 of the PSA have delivered in the manner contemplated under that section. Other than to the extent disclosed to Lender in writing prior to the Closing to Borrower’s knowledge, Seller has performed all of the obligations of Seller that were required to be performed by it prior to the closing under the PSA.
Closing of Acquisition. All of the conditions precedent to the closing of the Acquisition shall have occurred on or prior to the First Closing Date.
Closing of Acquisition. The Acquisition shall be consummated and closed contemporaneous with the Closing.
Closing of Acquisition. The Parties agree that the Closing of the transactions contemplated by Article II will take place in accordance with the provisions of Article VIII of the Acquisition Annex.
Closing of Acquisition. Evidence that all conditions precedent to the closing of the Acquisition (except payment of the purchase price) have been satisfied, together with copies of all of the executed Acquisition Documents.
Closing of Acquisition. If the Company elects to acquire the Equity Interests or assets and liabilities of the Initial Member, the Initial Member shall cause such Equity Interests or assets and liabilities to be transferred to the Company free and clear of all Encumbrances (except, in the case of the assets of the Initial Member, Encumbrances that have been disclosed to the Company), and the Initial Member shall cause NGUSA and the seller of such Equity Interests to make customary representations and warranties in respect of due authorization, title, enforceability, no conflicts with agreements or applicable Laws, the need for any third party or Governmental consents and disclosing material assets, contracts and liabilities. The "Net Book Value" of the Initial Member shall be the difference, but not less than zero, between the aggregate assets of the Initial Member less the aggregate liabilities of the Initial Member, both determined in accordance with GAAP. Any dispute regarding the Net Book Value of the Initial Member shall be finally determined by the Agreed Accounting Firm designated in accordance with the Master Agreement. The acquisition of the Equity Interests of the Initial Member or the assets and liabilities of the Initial Member by the Company or its designee shall not include any Units or Shares or any indebtedness incurred to acquire any Units or Shares, and (i) immediately prior to the closing of such acquisition, the Initial Member shall distribute or otherwise transfer any Units or Shares held by it to its member(s) or shareholder(s) (as the case may be) and cause the Initial Member to be released from any indebtedness incurred to acquire any Units or Shares, and shall cause any Encumbrances on assets of the Company securing acquisition indebtedness for such Units or Shares to be released and (ii) any such Units or Shares and any such indebtedness shall not be included in determining the Net Book Value of the Initial Member.
Closing of Acquisition. Argo has also closed the acquisition of Thunderbolt and Zig Zag mineral claims previously disclosed in Argo's press release dated December 3, 2024. In addition to the cash payment of $5,000, Argo has issued 500,000 common shares in the capital of the Company pursuant to an acquisition agreement (the "Agreement") whereby the Company acquired Thunderbolt and Zig Zag claims located in the Athabasca Basin. The common shares are issued at a deemed price of $0.08 per common share for a total value of C$40,000. The 500,000 common shares issued pursuant to the Agreement are subject to a statutory hold period of four months and one day from the date of issuance. Argo Gold is a Canadian mineral exploration and development company, and an oil producer. Information on Argo Gold can be obtained from SEDAR+ at xxx.xxxxxxxxx.xx and on Argo Gold's website at xxx.xxxxxxxx.xxx. Argo Gold is listed on the Canadian Securities Exchange (xxx.xxxxxx.xxx) CSE: ARQ as well as quoted on OTC: ARBTF and XFRA, XSTU, XBER: A2ASDS. Xxxx Xxxxx, CEO (000) 000-0000
Closing of Acquisition. (i) The Borrower shall have consummated an issuance of equity securities to The Prudential Life Insurance Company of America for an aggregate issuance price equal to at least $100,000,000.
(ii) The closing under the Contribution Agreement dated as of September 29, 1997, relating to the formation of BRE Property Investors LLC shall have occurred, and the assets required to be contributed to BRE Property Investors LLC pursuant thereto shall have been so contributed.
Closing of Acquisition. All conditions precedent to the Company's ---------------------- obligation to consummate the transactions contemplated by the UCI Stock Purchase Agreement shall have been satisfied or, with the consent of all Investors, waived, such that the acquisition contemplated thereby shall be consummated immediately following the Initial Closing, and the UCI Stock Purchase Agreement shall not have been amended in a manner adverse to any Investor without the consent of such Investor.
