Closing; Proceedings at Closing Sample Clauses

Closing; Proceedings at Closing. (a) The closing of the transactions contemplated hereby (the “Closing“) shall be held at 9:30 a.m. (New York City time) at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx on the date (such date, the “Closing Date“) that is specified by the Parties, but no later than the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI of this Agreement (other than the conditions which can only be fulfilled on the Closing Date, but subject to the waiver or fulfillment of these conditions on such date) or at such other place, time and/or date as the Parties may otherwise agree in writing; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the Parties shall not be required to effect the Closing until the earlier of (x) a date during the Marketing Period specified by Purchaser on no less than three Business Days’ notice to Seller and (y) the final day of the Marketing Period, subject in each case to the satisfaction and waiver of all of the conditions set forth in Article VI as of the date determined pursuant to this proviso. The Closing will be deemed to have occurred as of 12:01 a.m. New York City time on the Closing Date, except that for purposes of determining the amounts of inventory, accounts payable and accrued payroll and benefits attributable to any facility listed on Exhibit I as of the Closing for purposes of Closing Date Working Capital, the Closing shall be deemed to have occurred at the time on the Closing Date corresponding to such facility as specified on Exhibit I.
Sample 1Sample 2
AutoNDA by SimpleDocs
Closing; Proceedings at Closing. (a) On the terms and subject to the conditions of this Agreement (including without limitation the satisfaction or waiver by the party entitled to the benefit thereof of the conditions set forth in Article VII) the closing of the transactions provided for in this Agreement (the “Closing”) shall be held at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, commencing at 10:00 a.m., NYC time, on the fifth Business Day following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself, but subject to the satisfaction of such conditions at the Closing) (or, if such fifth Business Day would fall between December 18, 2011 and December 31, 2011 (both inclusive), the Closing shall be held on the first Business Day in January 2012) or such other date as Purchaser and Seller may mutually determine (the date the Closing actually occurs, the “Closing Date”). The Closing shall be deemed to be effective as of 12:01 A.M. Eastern Standard Time on the Closing Date.
Sample 1

Related to Closing; Proceedings at Closing

  • Proceedings at Closing All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

  • Actions at Closing At the Closing, the following actions will take place:

  • Release of Pre-Closing Claims (a) Except as provided in (i) Section 6.1(c), (ii) any exceptions to the indemnification provisions of Sections 6.2, 6.3 and 6.4 set forth in those Sections and (iii) any Transaction Document and this Agreement, effective as of the Closing Date, to the fullest extent permitted by law, the Company does hereby for itself and all Persons who at any time prior to the Closing Date have been directors, officers, agents or employees of the Company (in each case, in their respective capacities as such), voluntarily, knowingly unconditionally remise, release and forever discharge Genworth and the other members of the Genworth Group, their respective Affiliates, successors and assigns, and all Persons who at any time prior to the Closing Date have been stockholders, directors, officers, agents or employees of any member of the Genworth Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract, tort or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed from the beginning of time up to the Closing Date, including without limitation in connection with the transactions and all other activities to implement the IPO Transactions, the Initial Public Offering and any of the other transactions contemplated hereunder and under the Transaction Documents.

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Documents at Closing At the Closing, the following documents shall be delivered:

  • Buyer's Closing Obligations At Closing, Buyer shall deliver to Seller the following:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

  • Pre Closing Matters Section 6.1 Covenants of Seadrill Prior to the Closing Date 15 Section 6.2 Covenant of the Company Prior to the Closing Date 15 Section 6.3 Covenant of Capricorn Holdings Prior to the Closing Date 15

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

Time is Money Join Law Insider Premium to draft better contracts faster.