Closing Settlement. Closing or Settlement hereunder shall take place on ------------------ December 2, 1996, or earlier if mutually agreed.
Closing Settlement. On the Closing Date (as defined below) and the Settlement Date (as defined below), respectively, the District will deliver or cause to be delivered the documents mentioned in Section 5 hereof at the offices of Xxxxxx & Xxxxxx LLP (“Special Counsel”) in Sacramento, California, or at such other place as shall have been mutually agreed upon by the Purchaser and the District.
Closing Settlement. (a) All property and ad valorem taxes, rentals, lease payments, utility charges, payments under or pursuant to the Assigned Contracts, Permits, prepaids and other items set forth on Schedule 2.4 attached hereto relating to a period of time both prior to and after the Effective Time will be prorated between the Buyers, on the one hand, and the Sellers, on the other hand, as of the Effective Time. The parties agree to settle amounts due regarding such proration at the Closing;
(b) At the Closing, the Sellers shall pay the Buyers the sum of One Hundred Forty Nine Thousand dollars ($148,000) to satisfy, and the Buyers shall assume and be responsible for, any and all potential obligations of the Parent and the Buyers to make severance payments to employees located at the Yuba City, California facility that may arise after the Closing Date; and
(c) At the Closing, the Sellers shall pay the Buyers the sum of Twenty-One Thousand Seven Hundred and Eleven dollars ($21,711), which sum shall represent the Sellers' total contribution to the Buyers for sales taxes, conveyance taxes and transfer taxes arising as a result of the sale of the Purchased Assets pursuant to this Agreement, and the Buyers shall pay all said taxes.
(d) The amounts to be paid by the Sellers pursuant to this Section 2.4 shall be paid by deduction from the amounts payable by the Buyers to the Sellers set forth in Section 2.2.
Closing Settlement. (a) All amounts of a periodical nature including payments under or pursuant to the Assigned Contracts, permits, prepaids, accrued salary costs and other items which are payable or receivable in respect of the Business set forth on Schedule 2.4 to the Disclosure Letter relating to a period of time both prior to and after the Effective Time has been apportioned between the Buyer, on the one hand, and the Seller, on the other hand, as of the Effective Time. The parties agree to settle amounts due regarding such apportionment at the Closing.
(b) The amount to be paid by the Buyer pursuant to this Section 2.4 shall be paid to the Seller within seven days of agreement.
Closing Settlement. On the Closing Date, the Company shall provide to the Reinsurer with a completed report in the form of Exhibit K, but which shall contain information covering the period from the Effective Date up to and including the Closing Date (“the Closing Settlement Report”). Amount due under the Closing Settlement Report shall be paid on the Closing Date or such later time as the Parties may agree.
Closing Settlement. Within sixty (60) business days after Closing, SLOPI and its Affiliates shall make a final post-closing settlement to account for all revenues, expenditures, accruals for taxes described in Section 9.10(a)(3) of the Agreement and other obligations associated with the period starting with 1/1/98 and inclusive through the Effective Time to insure the division of economic benefits and burdens as contemplated under these true-up accounting principles. SLOPI and its Affiliates shall provide TMR with access to the post closing settlement calculation and the work papers related thereto. If after such 60 business day period, TMR shall have an objection to the calculation of the post closing settlement, then the parties shall attempt to resolve such dispute over the 15 business day period following the delivery of the post closing statement. If no objections are made during such 15 business day period, the applicable party shall pay the other party in cash the net amount owed pursuant to the post closing settlement, and if there is a dispute, the net amount of any undisputed amounts. If disputes with respect to the final settlement cannot be resolved within the 15 business day period, then either party with notice to the other party may submit the matters in dispute to Arthur Andersen & Co. or such other nationally recognized independent xxxxxxtxxx xxxx as may be approved by the parties, which firm shall render an opinion on such disputed matters. Within five days of the delivery of such opinion, the amounts owed as determined by such accounting firm shall be paid in cash by the owing party to the other party.
Closing Settlement. At least two (2) Business Days prior to the Closing, all intercompany and affiliate balances then outstanding between any Wilhelmina Transferred Company, on the one hand, and any other Wilhelmina Transferred Company or any Seller, on the other hand, shall be settled by the applicable parties thereto in accordance with their terms and theretofore extinguished, and no such intercompany or affiliate balances shall arise between such time and the Closing. In the event that the Sellers or the Wilhelmina Transferred Companies or their Subsidiaries take any action outside the ordinary course of business on the Closing Date at or after the Closing which affects any item in the calculations pursuant to Article 2 except as expressly contemplated by this Agreement, such calculations shall be appropriately adjusted to exclude the effect of any such actions. The Xxxxxxxx Note shall be repaid at Closing pursuant to Section 2.10.
Closing Settlement. This Agreement shall become effective and binding upon the delivery of counterpart signature pages of this Agreement. In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase (as defined below). The delivery of Shares in respect of each VWAP Purchase, and the payment for such Shares, shall occur in accordance with Section 3.2, provided that all of the conditions precedent in Article VII shall have been fulfilled at the applicable times set forth in Article VII.
Closing Settlement. All revenues attributable to production from the Properties after the Effective Date and received by Seller after closing shall be remitted to Purchaser within ten (10) days of receipt. Any operating expenses that were incurred from the Properties after the effective date, but for which invoices were not received until on or after closing shall be forwarded to Purchaser within five (5) days after receipt of such information. Purchaser shall have, at its election and expense, at any time within one (1) year from the date of closing, the right to audit the books and records of Seller to verify the accuracy of revenues and expenses which are allocated at closing and/or remitted post-closing. During this period, Seller agrees to furnish copies of appropriate documentation of such revenues and expenses or, at Seller's election, to make originals of the books and records available at Seller's place of business. If any errors in the revenues and expenses allocated are determined, then such errors shall be promptly rectified by Purchaser or Seller, whichever is the applicable party.
Closing Settlement. The closing of the Exchange Transaction (the “Closing”) shall take place on June 16, 2014 (the third business day after the date of this Agreement) or such other date as may be mutually agreed by the parties (the “Settlement Date”). At the Closing, the Company shall cause the transfer agent for the Common Stock to issue and deliver the Shares duly registered and freely tradable through the facilities of DTC by DWAC to the custodian and account provided to the Company in writing by the Holder. The Holder hereby agrees that, upon and subject to the Closing, all of the Company’s obligations under the Warrant shall be automatically terminated and cancelled in full without any further action required, and that this Section 1.2 shall, upon the Closing, constitute an instrument of termination and cancellation of the Warrant. Within five business days after the Closing, the Holder shall deliver to the Company the original Warrant. However, for the avoidance of any doubt, as of the Closing all of the Holder’s rights under the Warrant shall be extinguished.
1 Number equal to 120% of the number of shares of Common Stock underlying the Warrants.
