Closing of Transaction. The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.
Closing of Transaction. The closing (“Closing”) shall be held at, or directed from, the offices of Seller, at 10:00 a.m., San Francisco time, on August 1, 2011 (the “Closing Date”) or at such other time and place as the parties may mutually agree.
Closing of Transaction. The closing of the transaction shall take place at the principal office of the Corporation. The consideration shall be paid as provided for in paragraph 3 hereof. Certificates for all shares sold or encumbered hereunder, property endorsed to the Corporation or to the purchasing Stockholder, as the case may be, shall be delivered by the transferor not later than the date of closing.
Closing of Transaction. Subject to the fulfillment or waiver of the conditions precedent set forth in Section 11 hereof, the Closing shall take place on the Closing Date at the offices of Poulton & Yordan, Attorneys at Law, 300 Xxxxx 000 Xxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000, at 10:00 A.M., local time, or at such other time on the Closing Date as Cxxxxxx and Flooring Zone mutually agree in writing.
Closing of Transaction. (a) Closing of the transaction (as to the Property) contemplated by this Agreement shall be held upon completion or waiver of the conditions set forth in Section 3.05 above at a time and place mutually acceptable to the Parties (the "Closing Date"); provided, that (i) Closing shall occur no later than eighteen (18) calendar months after the Effective Date, subject to Force Majeure. In the event the Closing Date falls on a weekend or holiday, the Closing shall occur on the next business day thereafter.
(b) At the Closing, City shall deliver to Developer the Deed for the Property, subject to the Permitted Exceptions. City and Developer shall also execute and deliver such other affidavits or documents as the applicable title company or closing agent may reasonably require for Closing. City shall pay for the premium for the Title Policy, for recording the Deed, and for any Closing fees charged by the Title Company. All other costs and expenses incurred by either Party hereto in connection with this Agreement or the transactions contemplated hereby shall, unless otherwise provided in this Agreement, be paid by the Party incurring the expense. City shall deliver possession of the Property to Developer at Closing. Real property ad valorem taxes shall be prorated to the Closing, based upon actual days involved; special assessments shall be paid as provided in subsection 3.07(d) below.
(c) The City shall be responsible for all ad valorem taxes attributable to any period prior to the Closing, and Developer shall be responsible for all ad valorem taxes and installments of special assessments attributable to any period on and after the Closing (subject to any abatements or exemptions, as described in this Agreement or the IRB Documents). In connection with the proration of real and property ad valorem taxes, if actual tax figures for the year of Closing are not available at the Closing Date, the proration shall be based upon the tax figures from the preceding year.
(d) Notwithstanding the foregoing, at Closing the Developer shall be responsible for and shall reimburse the City for all special assessments attributable to the Property that were previously paid or assumed by the City from the year 2018 forward. For informational purposes only, as of the Effective Date and for the years 2018 through 2020, the amount of such special assessments is $140,924.01. Should Closing occur in the year 2021, additional special assessments for the year 2021 shall be paid by Developer...
Closing of Transaction. 37 Section 9.1. The Closing.......................................................... 37 Section 9.2. Seller's Closing Obligations......................................... 37 Section 9.3. Buyer's Closing Obligations.......................................... 38 Section 9.4. Delivery of Files.................................................... 38 ARTICLE X Pre-Closing Termination.................................................................. 38 Section 10.1. Termination.......................................................... 38 Section 10.2. Effect of Termination................................................ 39 ARTICLE XI Rights to Distributions, Assumption of Liabilities and Indemnification................... 39
Closing of Transaction. The Closing of the Exchange Transaction (the "Closing" or "Closing Date") shall take place on February 9, 2000 at 4:00 p.m. E.S.T. unless another time shall be mutually agreed upon by the parties. The Closing shall take place at the offices of SmartGate located at 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxxxx, XX.
Closing of Transaction. Subject to the fulfillment or waiver of the conditions precedent set forth in Section X herein below, the Closing shall take place at the offices of Xxxxxxx & Linn, 0000 Xxxxx Xxxxx Xxxxx. Xxx. 000, Xxxxxxxxx, XX 00000, or at such other time or place as PUREBASE Stockholders and POCO may mutually agree in writing.
Closing of Transaction. Subject to the fulfillment or waiver of the conditions precedent set forth in Section 11 hereof, the Closing shall take place on the Closing Date at the offices of Medical Resources Management, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx at 10:00 a.m., local time, or at such other time on the Closing Date as MSS and MRM shall mutually agree in writing.
Closing of Transaction. The Closing of the transactions contemplated by this Agreement shall take place at the offices of G-P at 10:00 a.m. (Atlanta time), on October 4, 1999, or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is called the "Closing Date." The Closing shall be deemed effective at 12:01 a.m. (Atlanta time), on October 3, 1999 (the "Effective Time"). To effect the steps set forth in Section 2.1 hereof, the parties shall execute and deliver to each other and to third parties, as appropriate, all documents reasonably necessary to effect the Closing. Without limiting the generality of the foregoing,
(a) CSK PARTIES' DELIVERIES. The appropriate CSK Parties shall execute and deliver:
(i) to the Company, limited warranty deeds, in form and substance reasonably acceptable to G-P, transferring all WISCO Owned Real Property to the Company;
(ii) to the Company, assignments, or where necessary subleases, in form and substance reasonably acceptable to G-P, assigning or subleasing to the Company all WISCO Real Property Leases;
(iii) to the Company, assignments, in form and substance reasonably acceptable to G-P, assigning to the Company all WISCO Intellectual Property;
(iv) to the Company, bills of sale, certificates of title, assignments, and all other instruments of transfer, in form and substance reasonably acceptable to G-P, transferring to the Company all WISCO Contributed Assets other than the WISCO Real Property or the WISCO Intellectual Property which are being transferred to the Company pursuant to the conveyance documents described in clauses (i) - (iii) above;
(v) to the Company, such instruments of assumption and other instruments or documents, in form and substance reasonably acceptable to G-P, as may be necessary to effect assignment of the WISCO Assumed Liabilities to the Company;
(vi) to the Company or G-P, as appropriate, a duly executed copy of each of the Ancillary Agreements to which any CSK Party is a party;
(vii) to G-P and the Company, the opinion of Hunton & Xxxxxxxx, counsel to the CSK Parties, substantially in the form of Exhibit 2.4A(vii) hereto;
(viii) to the Company, evidence reasonably satisfactory to G-P that all Encumbrances other than Permitted Encumbrances on any of the WISCO Contributed Assets have been released;
(ix) to the Company, stock certificates or other evidence of ownership of each of the Contributed Subsidiaries, in each case duly endorsed for transfer to the Company;
(x) to...
